USA Technologies Inc (USAT)

[FUNMAN]

form 4 ? (question)
Explanation of Responses:

Did the company just reimburse Hudson for the proxy fight? - FUNMAN

https://usatechnologiesinc.gcs-web.com/node/19546/html

1. The shares of common stock were issued to funds managed by Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), by the Issuer in satisfaction of the reimbursement of $4,500,000 of the third party costs and expenses incurred by Hudson Executive in connection with its proxy solicitation. The issuance was effected pursuant to Rule 16b-3, the result of which is that such acquisition is exempt from the provisions of Section 16(b) and the rules promulgated thereunder.

2. In addition to 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").

3. 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).

4. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

5. 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.