Ravi Venkatesan - Feb 2, 2022 Form 3 Insider Report for CANTALOUPE, INC. (CTLP)

Role: Chief Operating Officer
Signature: /s/ Davina Furnish, Attorney in Fact
Stock symbol: CTLP
Transactions as of: Feb 2, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/14/2022, 04:31 PM
Next filing: May 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CTLP	Common Stock						25.1K	Feb 2, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CTLP	Non-Qualified Stock Option (Right to Buy)							Feb 2, 2022	Common Stock	300K	$9.44	Direct	F2
holding	CTLP	Non-Qualified Stock Option (Right to Buy)							Feb 2, 2022	Common Stock	200K	$11.20	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 10,057 Restricted Stock Units, each of which represent a nontransferable right to receive one share of the Issuer's common stock, that were granted under the Company's long-term stock incentive plans and vests in three equal installments on each of the first three anniversaries of the Date of Grant (August 6, 2021), subject to Reporting Person's continued service (as defined in Cantaloupe, Inc's 2018 Equity Incentive Plan) through each such vesting date.
F2	The stock options are eligible to vest as follows:(i) 50% of the stock options are eligible to vest in three equal annual installments on the first three anniversaries of November 30, 2020 and (ii) 50% of the stock options are eligible to vest in three equal annual installments on the first three anniversaries of November 30,2020, subject, in each case, to the reporting person's continued employment, and, in the case of (ii), subject to the achievement of applicable performance goals during the respective fiscal year. The Compensation Committee established the performance goals as a price target for the trading price of the Company's common stock in each applicable fiscal year. The price target is achieved if the average closing price of the common stock during any consecutive 30-trading-day period during the applicable fiscal year meets or exceeds (a)$10.50 in the case of fiscal year 2021 (b) $13.50 in the case of fiscal year 2022 and (c) $16.50 in the case of fiscal year 2023.
F3	The options shall vest in three equal installments on each of the first three anniversaries of the Date of Grant (November 8, 2021), subject to Mr. Venkatesen's continued service (as defined in Cantaloupe, Inc's 2018 Equity Incentive Plan) through each such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney