Amended Statement of Ownership (sc 13g/a)
26 Giugno 2019 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
USA
Technologies, Inc.
(Name of Issuer)
Common stock, no par value
(Title of Class of Securities)
90328S500
(CUSIP Number)
February 28, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the
Notes
).
SCHEDULE 13G
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1
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Names
o
f Reporting Pers
ons
Drs F.H. Fentener van
Vlissingen
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2
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Check the appropriate box if a
member of a
Group
(see instructions)
(a) ☐ (b) ☐
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3
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Sec Use Only
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4
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Citizenship or Place o
f
Organization
Amsterdam, The Netherlands
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Number of
Shares
Beneficially Owned
by
Each Reporting Person
With:
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5
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Sole Voting Power
4,522,672
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
4,522,672
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8
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Shared Dispositive Power
0
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9
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Aggre
gate Amount Beneficially Owned b
y Each Reporting Person
4,522,672
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10
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Check box if the aggregate amount
in row (9) excludes certain s
hares (See Instructions)
☐
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11
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P
ercent of class represented
by amount in row (9)
7.54%
1
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12
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Type o
f Reporting Person
(S
ee Instructions)
IN
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1
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Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the
Company), as reported in the Companys prospectus filed pursuant to Rule 424(b)(4) on May 23, 2018. Such shares of common stock consist of 53,670,467 shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 shares
by the Company, and the exercise of the underwriters option to purchase an additional 897,866 shares.
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Page 2 of 9
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1
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Names
o
f Reporting Pers
ons
Malabar Hill NV
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2
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Check the appropriate box if a
member of a
Group
(see instructions)
(a) ☐ (b) ☐
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3
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Sec Use Only
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4
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Citizenship or Place o
f
Organization
Amsterdam, The Netherlands
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5
|
|
Sole Voting Power
4,522,672
|
|
6
|
|
Shared Voting Power
0
|
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7
|
|
Sole Dispositive Power
4,522,672
|
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8
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Shared Dispositive Power
0
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9
|
|
Aggre
gate Amount Beneficially Owned b
y Each Reporting Person
4,522,672
|
10
|
|
Check box if the aggregate amount
in row (9) excludes certain s
hares (See Instructions)
☐
|
11
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|
P
ercent of class represented
by amount in row (9)
7.54%
2
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12
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Type o
f Reporting Person
(S
ee Instructions)
CO
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2
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Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the
Company), as reported in the Companys prospectus filed pursuant to Rule 424(b)(4) on May 23, 2018. Such shares of common stock consist of 53,670,467 shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 shares
by the Company, and the exercise of the underwriters option to purchase an additional 897,866 shares.
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Page 3 of 9
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1
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Names
o
f Reporting Pers
ons
Oakland Hills BV
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2
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Check the appropriate box if a
member of a
Group
(see instructions)
(a) ☐ (b) ☐
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3
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Sec Use Only
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4
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Citizenship or Place o
f
Organization
Amsterdam, The Netherlands
|
Number of Shares
Beneficially Owned by
Each
Reporting
Person
With:
|
|
5
|
|
Sole Voting Power
4,522,672
|
|
6
|
|
Shared Voting Power
0
|
|
7
|
|
Sole Dispositive Power
4,522,672
|
|
8
|
|
Shared Dispositive Power
0
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9
|
|
Aggre
gate Amount Beneficially Owned b
y Each Reporting Person
4,522,672
|
10
|
|
Check box if the aggregate amount
in row (9) excludes certain s
hares (See Instructions)
☐
|
11
|
|
P
ercent of class represented
by amount in row (9)
7.54%
3
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12
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Type o
f Reporting Person
(S
ee Instructions)
CO
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3
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Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the
Company), as reported in the Companys prospectus filed pursuant to Rule 424(b)(4) on May 23, 2018. Such shares of common stock consist of 53,670,467 shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 shares
by the Company, and the exercise of the underwriters option to purchase an additional 897,866 shares.
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Page 4 of 9
(a)
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Name of Issuer:
USA Technologies, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
100 Deerfield Lane, Suite 140, Malvern, PA 19355
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(a)
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Name of Person Filing:
Oakland Hills BV directly owns all of the shares reported on this Schedule 13G/A.
Malabar Hill NV, as the statutory director of Oakland Hills BV, and Drs F.H. Fentener van Vlissingen, as statutory director of Malabar Hill NV, have voting and dispositive power over the shares held by Oakland Hills BV.
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(b)
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Address of Principal Business Office or, if None, Residence:
Albert Hahnplantsoen 23, 1077 BM,
Amsterdam, The Netherlands
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(c)
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Citizenship:
The Netherlands
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(d)
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Title and Class
of Securities:
Common stock, no par value
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
Not applicable
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(a)
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Amount Beneficially Owned:
4,522,672
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(b)
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Percent of Class:
7.54%
4
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
4,522,672
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(ii)
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Shared power to vote or to direct the vote:
0
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(iii)
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Sole power to dispose or to direct the disposition of:
4,522,672
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(iv)
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Shared power to dispose or to direct the disposition of:
0
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4
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Based on 60,000,916 shares of outstanding common stock, no par value, of USA Technologies, Inc. (the
Company), as reported in the Companys prospectus filed pursuant to Rule 424(b)(4) on May 23, 2018. Such shares of common stock consist of 53,670,467 shares issued and outstanding as of May 1, 2018, an offering of 5,432,583 shares
by the Company, and the exercise of the underwriters option to purchase an additional 897,866 shares.
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Page 5 of 9
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the
parent holding company or control person.
Not applicable.
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Item 8.
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Identification and classification of members of the group.
Not applicable.
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Item 9.
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Notice of Dissolution of Group.
Not applicable.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 6 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: June 26, 2019
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/s/ F. Douglas Raymond
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Name/Title F. Douglas
Raymond/Attorney-in-fact
for F.H. Fentener van Vlissingen, statutory director
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Page 7 of 9
EXHIBITS
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Exhibit
Number
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Title
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1
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Power of Attorney granted by F.H. Fentener van Vlissingen
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Page 8 of 9
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