SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kallenbach Charles

(Last)

(First)

(Middle)

90 NASSAU STREET, 2ND FLOOR

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2014

3. Issuer Name and Ticker or Trading Symbol
HEARTLAND PAYMENT SYSTEMS INC [ HPY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer, GC & Sec.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,342	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	07/22/2020	Common Stock	22,500	$17.22	D
Restricted Stock Unit	⁽²⁾	12/06/2023	Common Stock	2,691	⁽³⁾	D
Restricted Stock Unit	⁽⁴⁾	12/10/2022	Common Stock	3,972	⁽³⁾	D
Stock Option (right to buy)	⁽⁵⁾	05/11/2019	Common Stock	4,500	$8.88	D
Restricted Stock Unit	⁽⁶⁾	12/22/2021	Common Stock	2,787	⁽³⁾	D

Explanation of Responses:

1. The reporting person was granted 45,000 options on July 22, 2010. The option vests in four equal annual installments beginning on July 22, 2011, as of the date of this filing 33,750 options have vested.

2. The restricted stock units vest in four equal annual installments beginning December 6, 2014. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.

3. Each restricted stock unit represents a contingent right to receive one share of Heartland Payment Systems, Inc.'s Common Stock.

4. The reporting person was granted 5,296 restricted stock units on December 10, 2012. The restricted stock units vest in four equal annual installments beginning December 10, 2013, as of the date of this filing 1,324 restricted stock units have vested. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units

5. The reporting person was granted 40,000 options on May 11, 2009, as of the date of this filing all of the options have vested. The option vested in four equal annual installments beginning on May 11, 2010

6. The reporting person was granted 5,573 restricted stock units on December 22, 2011. The restricted stock units vest in four equal annual installments beginning December 22, 2012, as of the date of this filing 2,786 restricted stock units have vested. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units

Remarks:

	Edythe Katz Nipper, Attorney in Fact	04/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.