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Filing Details

Accession Number:: 0001181431-11-029677
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-13 16:38:57
Reporting Period:: 2011-05-11

Filing Date:: 2011-05-13
Accepted Time:: 2011-05-13 16:38:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1144354	Heartland Payment Systems Inc	HPY	Services-Business Services, Nec (7389)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1331595	O Robert Carr	C/O Heartland Payment Systems, Inc. 90 Nassau Street Princeton NJ 08542	Chairman Of The Board And Ceo	Yes	Yes	No	No
1332033	Jill Carr	C/O Heartland Payment Systems, Inc. 90 Nassau Street Princeton NJ 08542		No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.001 Per Share	Acquisiton	2011-05-11	66,250	$0.00	66,250	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2011-05-11	19,251	$20.42	46,999	No	4	F	Direct
Common Stock, Par Value $0.001 Per Share	Acquisiton	2011-05-11	51,686	$8.88	98,685	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2011-05-11	51,686	$20.32	46,999	No	4	S	Direct
Common Stock, Par Value $0.001 Per Share	Acquisiton	2011-05-12	34,692	$8.88	81,691	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2011-05-12	34,692	$20.33	46,999	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Unit	Disposition	2011-05-11	66,250	$0.00	66,250	$0.00
Common Stock	Stock Option (right to buy)	Disposition	2011-05-11	51,686	$0.00	51,686	$8.88
Common Stock	Stock Option (right to buy)	Disposition	2011-05-12	34,692	$0.00	34,692	$8.88

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
132,500		No	4	M	Direct
297,064	2014-05-11	No	4	M	Direct
262,372	2014-05-11	No	4	M	Direct

Footnotes

Each vested restricted stock unit was the economic equivalent of one share of common stock of Heartland Payment Systems, Inc. (the "Issuer"). The reporting person settled the vested restricted stock units for shares of the Issuer's common stock.
The reporting person authorized the Issuer to withhold shares of common stock to satisfy tax obligations arising from the vesting of the restricted stock units described in this Form 4.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2011.
This price is the weighted average price of the 51,686 shares sold. The prices actually paid for the shares of the common stock of the Issuer sold ranged from $20.04 to $20.65. The reporting person will provide to the Issuer, any security holder of the Issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.
This price is the weighted average price of the 34,692 shares sold. The prices actually paid for the shares of the common stock of the Issuer sold ranged from $20.10 to $20.55. The reporting person will provide to the Issuer, any security holder of the Issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.
This Form 4 is filed in connection with a joint/group filing consisting of Robert O. Carr and Jill Carr, Mr. Carr's wife. Mrs. Carr's address is c/o Heartland Payment Systems, Inc., 90 Nassau Street, Princeton, NJ 08542. Mr. and Mrs. Carr's indirect beneficial ownership consists of 400,000 shares of Company's common stock held by The Robert O. Carr 2001 Charitable Remainder Unitrust and 201,391 shares held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr. The reporting persons disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Each restricted stock unit represents a contingent right to receive one share of the common stock of the Issuer.
On May 11, 2009, the restricted stock units were granted with vesting in four equal installments over a four year period. As of the date of this filing, 132,500 of the restricted stock units have vested and 132,500 restricted stock units remain unvested. Shares of the Issuer's common stock will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
On May 11, 2009, the stock options were granted with vesting in four equal installments over a four year period. As of the date of this filing, 232,500 of the stock options have vested and 232,500 stock options remain unvested.