0001567619-21-022629.txt : 20211229
0001567619-21-022629.hdr.sgml : 20211229
20211229171530
ACCESSION NUMBER: 0001567619-21-022629
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211227
FILED AS OF DATE: 20211229
DATE AS OF CHANGE: 20211229
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Braunstein Douglas L
CENTRAL INDEX KEY: 0001495110
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33365
FILM NUMBER: 211529723
MAIL ADDRESS:
STREET 1: HUDSON EXECUTIVE CAPITAL LP
STREET 2: 570 LEXINGTON AVENUE, 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HEC Management GP LLC
CENTRAL INDEX KEY: 0001700567
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33365
FILM NUMBER: 211529724
BUSINESS ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: (212) 521-8495
MAIL ADDRESS:
STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hudson Executive Capital LP
CENTRAL INDEX KEY: 0001652522
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33365
FILM NUMBER: 211529725
BUSINESS ADDRESS:
STREET 1: C/O CADWALADER, WICKERSHAM & TAFT, LLP
STREET 2: 200 LIBERTY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: (212) 521-8495
MAIL ADDRESS:
STREET 1: C/O CADWALADER, WICKERSHAM & TAFT, LLP
STREET 2: 200 LIBERTY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CANTALOUPE, INC.
CENTRAL INDEX KEY: 0000896429
STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578]
IRS NUMBER: 232679963
STATE OF INCORPORATION: PA
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 100 DEERFIELD LANE
STREET 2: SUITE 300
CITY: MALVERN
STATE: PA
ZIP: 19355
BUSINESS PHONE: 6109890340
MAIL ADDRESS:
STREET 1: 100 DEERFIELD LANE
STREET 2: SUITE 300
CITY: MALVERN
STATE: PA
ZIP: 19355
FORMER COMPANY:
FORMER CONFORMED NAME: USA TECHNOLOGIES INC
DATE OF NAME CHANGE: 19950523
FORMER COMPANY:
FORMER CONFORMED NAME: USA ENTERTAINMENT CENTER INC
DATE OF NAME CHANGE: 19931029
4
1
doc1.xml
FORM 4
X0306
4
2021-12-27
0
0000896429
CANTALOUPE, INC.
CTLP
0001652522
Hudson Executive Capital LP
C/O CADWALADER, WICKERSHAM & TAFT LLP
200 LIBERTY STREET
NEW YORK
NY
10281
1
0
1
0
0001700567
HEC Management GP LLC
C/O CADWALADER, WICKERSHAM & TAFT LLP
200 LIBERTY STREET
NEW YORK
NY
10281
0
0
1
0
0001495110
Braunstein Douglas L
C/O CADWALADER, WICKERSHAM & TAFT LLP
200 LIBERTY STREET
NEW YORK
NY
10281
0
0
1
0
Common Stock
2021-12-27
4
P
0
31354
8.11
A
12027119
I
See Footnotes
Common Stock
2021-12-28
4
P
0
55281
8.07
A
12082400
I
See Footnotes
Common Stock
2021-12-29
4
P
0
20000
7.99
A
12102400
I
See Footnotes
Common Stock
25015
D
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $8.05 to $8.15. The Reporting Persons (as defined below) undertake to provide Cantaloupe, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
In addition to Hudson Executive Capital LP ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").
Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a).
Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $7.93 to $8.15. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $7.95 to $8.02. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
Represents Restricted Stock Units ("RSUs"), each of which represent a nontransferable right to receive one share of the Issuer's common stock. The RSUs vest and become exercisable on the first anniversary of the date of the grant subject to continued service (as defined in Cantaloupe, Inc.'s 2018 Equity Incentive Plan), with accelerated prorated vesting upon a separation from service in accordance with the applicable award agreement.
These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.
HEC MANAGEMENT GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member
2021-12-29
HUDSON EXECUTIVE CAPITAL LP, By: HEC Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member
2021-12-29
DOUGLAS L. BRAUNSTEIN, /s/ Douglas L. Braunstein
2021-12-29