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Filing Details

Accession Number:: 0001144354-12-000082
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-15 18:40:43
Reporting Period:: 2012-05-11

Filing Date:: 2012-05-15
Accepted Time:: 2012-05-15 17:40:43
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

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	2012-05-11	66,250	$0.00	98,097	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2012-05-11	24,149	$30.41	73,948	No	4	F	Direct
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-05-11	68,049	$8.88	141,997	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2012-05-11	20,258	$30.13	121,739	No	4	S	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2012-05-11	47,791	$30.57	73,948	No	4	S	Direct
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-05-14	48,201	$8.88	122,149	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-05-14	10,234	$8.88	132,383	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2012-05-14	58,435	$30.45	73,948	No	4	S	Direct
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-05-15	33,787	$8.88	107,735	No	4	M	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2012-05-15	33,787	$30.47	73,948	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	S	Direct
No	4	M	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	2012-05-11	66,250	$0.00	66,250	$0.00
Common Stock	Stock Option (right to buy)	Disposition	2012-05-11	68,049	$0.00	68,049	$8.88
Common Stock	Stock Option (right to buy)	Disposition	2012-05-14	48,201	$0.00	48,201	$8.88
Common Stock	Stock Option (right to buy)	Disposition	2012-05-14	10,234	$0.00	10,234	$8.88
Common Stock	Stock Option (right to buy)	Disposition	2012-05-15	33,787	$0.00	33,787	$8.88

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
66,250		No	4	M	Direct
164,451	2014-05-11	No	4	M	Direct
116,250	2014-05-11	No	4	M	Direct
222,266	2014-05-11	No	4	M	Direct
188,479	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 9, 2012.
This price is the weighted average price of the 20,258 shares of the Issuer's common stock sold. The prices actually paid for the shares of the Issuer's common stock sold ranged from $29.35 to $30.3499. 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 47,791 shares of the Issuer's common stock sold. The prices actually paid for the shares of the Issuer's common stock sold ranged from $30.35 to $30.90. 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 58,435 shares of the Issuer's common stock sold. The prices actually paid for the shares of the Issuer's common stock sold ranged from $30.01 to $30.99. 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 33,787 shares of the Issuer's common stock sold. The prices actually paid for the shares of the Issuer's common stock sold ranged from $30.28 to $30.85. 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.
The reporting person's indirect beneficial ownership consists of 108,487 shares of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr. The reporting person disclaims beneficial ownership of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr. This report shall not be deemed an admission that the reportingperson is the beneficial owner of the shares of the Issuer's common stock 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, 198,750 of the restricted stock units have vested and 66,250 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 if the closing price of the common stock of the Issuer was $17.76 or greater for 30 consecutive trading days at any time before the option expired. The closing price of the common stock of the Issuer has exceeded $17.76 for 30 consecutive trading days so, as of the date of this filing, 348,750 of the stock options have vested and 116,250 stock options remain unvested.
On May 11, 2009, the stock options were granted with vesting in four equal installments over a four year period if the closing price of the common stock of the Issuer was $26.64 or greater for 30 consecutive trading days at any time before the option expired. The closing price of the common stock of the Issuer has exceeded $26.64 for 30 consecutive trading days so, as of the date of this filing, 348,750 of the stock options have vested and 116,250 stock options remain unvested.