SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CARR ROBERT O
(Last) (First) (Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
(Street)
PRINCETON NJ 08542
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HEARTLAND PAYMENT SYSTEMS INC [ HPY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 05/13/2011 M 16,885 A $8.88 63,884 D
Common Stock, par value $0.001 per share 05/13/2011 S(1) 43,884 D $20.958(2) 20,000 D
Common Stock, par value $0.001 per share 05/16/2011 M 10,306 A $8.88 30,306 D
Common Stock, par value $0.001 per share 05/16/2011 S(1) 30,306 D $19.8313(3) 0 D
Common Stock, par value $0.001 per share 05/17/2011 M 2,681 A $8.88 2,681 D
Common Stock, par value $0.001 per share 05/17/2011 S(1) 2,681 D $19.2615(4) 0 D(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $8.88 05/13/2011 M 16,885 (6) 05/11/2014 Common Stock 16,885 $0 245,487 D
Stock Option (right to buy) $8.88 05/16/2011 M 10,306 (6) 05/11/2014 Common Stock 10,306 $0 235,181 D
Stock Option (right to buy) $8.88 05/17/2011 M 2,681 (6) 05/11/2014 Common Stock 2,681 $0 232,500 D
1. Name and Address of Reporting Person*
CARR ROBERT O
(Last) (First) (Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
(Street)
PRINCETON NJ 08542
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
1. Name and Address of Reporting Person*
CARR JILL
(Last) (First) (Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
(Street)
PRINCETON NJ 08542
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Wife
Explanation of Responses:
1. 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.
2. This price is the weighted average price of the 43,884 shares sold. The prices actually paid for the shares of the common stock of the Issuer sold ranged from $20.11 to $20.57. 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.
3. This price is the weighted average price of the 30,306 shares sold. The prices actually paid for the shares of the common stock of the Issuer sold ranged from $19.57 to $20.25. 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.
4. This price is the weighted average price of the 2,681 shares sold. The prices actually paid for the shares of the common stock of the Issuer sold ranged from $19.15 to $19.57. 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.
5. 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.
6. 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.
/s/ Robert O. Carr 05/17/2011
/s/ Charles H.N. Kallenbach, attorney-in-fact 05/17/2011
** 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 4 (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).
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