X0202 3 2005-06-27 0 0001144354 HEARTLAND PAYMENT SYSTEMS INC NONE 0001292336 GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001292339 GCP MANAGING PARTNER, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001292345 GCP, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001282977 GREENHILL & CO INC 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001292335 GCP 2000, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001120194 GREENHILL CAPITAL PARTNERS LP 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001288437 GREENHILL ROBERT F 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock; par value $0.001 per share 149375 I Through limited partnerships Series A Senior Convertible Participating Preferred Stock Common Stock 4761905 I Through limited partnerships Option w/ the oblig to sell Series A Sr Conv Part Pref Stock 12.50 Series A Senior Convertible Participating Preferred Stock 625000 I Through limited partnerships This Form 3 is being filed by more than one reporting person. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. and GCP, L.P. are general partners of Greenhill Capital Partners, L.P., which is the record owner of 2,915,472 shares of Issuer's Series A Senior Convertible Participating Preferred Stock ("Preferred Shares") (all Preferred Shares will automatically convert into shares of Issuer's common stock at the completion of the Issuer's initial public offering) and 91,681 shares of common stock ("Common Stock") and Greenhill Capital Partners (Executives), L.P., which is the record owner of 470,800 Preferred Shares and 14,664 shares of Common Stock. Greenhill Capital, L.P. is the record owner of 888,950 Preferred Shares and 28,210 shares of Common Stock. Greenhill Capital Partners (Cayman), L.P. is the record owner of 486,683 Preferred Shares and 14,820 shares of Common Stock. GCP 2000, LLC, is the general partner of GCP, L.P. GCP 2000, LLC is in turn controlled by its Senior Members, Scott L. Bok, Robert F. Greenhill and Robert H. Niehaus. Messrs. Bok and Niehaus are also members of the Board of Directors of the Issuer. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein. Further, pursuant to an option agreement, dated July 31, 2003, Greenhill Capital Partner, L.P. and affiliated investment funds granted Robert O. Carr, Chief Executive Officer of the Issuer, the option to purchase an aggregate of 625,000 Preferred Shares at a price of $12.50 per optioned share. Greenhill Capital Partners, L.P. granted 382,656 optioned Preferred Shares, Greenhill Capital Partners (Executives), L.P. granted 61,792 optioned Preferred Shares, Greenhill Capital, L.P. granted 116,675 optioned Preferred Shares and Greenhill Capital Partners (Cayman), L.P. granted 63,877 optioned Preferred Shares. The option agreement expires on July 31, 2006. Thus the 4,761,905 Preferred Shares beneficially owned by the above named persons (to the extent of their pecuniary interest therein) include 625,000 Preferred Shares which are subject to the option granted to Robert O. Carr. All Preferred Shares will automatically convert into shares of Issuer's Common Stock at the completion of the Issuer's initial public offering (the conversion ratio will be determined on the date of conversion pursuant to the terms of the Certificate of Designations of Series A Senior Convertible Participating Preferred Stock (the "Certificate of Designations")). The option is exercisable as of August 1, 2003 and expires on July 31, 2006. Under certain events, including without limitation, if the reporting persons transfer all of the Issuer's securities owned by them to a third party from and after July 31, 2005, the reporting persons may require the option holder to mandatorily exercise the option in full. The Preferred Shares are exercisable at any time and from time to time from October 11, 2001. There is no stated expiration date, however, the Preferred Shares automatically convert to Common Stock upon the earlier of: (i) the closing of a qualified public offering; (ii) the closing of a qualified acquisition; or (iii) the election by the holders of at least two-thirds of the Preferred Shares then outstanding to convert all of the outstanding Preferred Shares into shares of Common Stock. The number of shares of Common Stock deliverable upon a conversion of one Preferred Share shall be equal to the accreted value of such shares on the date of conversion divided by the conversion price on such date (each as described in the Certificate of Designations). The initial conversion price is $5.25 per share but subject to adjustment from time to time pursuant to the terms of the Certificate of Designations. The option will be exercisable for Common Stock following the Issuer's initial public offering and the number of shares into which it is exercised will be determined after the initial public offering and in accordance with the terms of the option agreement and the Certificate of Designations. Greenhill Capital Partners, LLC, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-06-29 GCP 2000, LLC, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-06-29 GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-06-29 GCP, L.P., By: GCP 2000, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-06-29 GREENHILL CAPITAL PARTNERS, L.P., By: GCP, L.P., its general partner and GCP 2000, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-06-29 GREENHILL CAPITAL PARTNERS, L.P., By: GCP Managing Partner L.P., its managing partner and Greenhill Capital Partners, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-06-29 GREENHILL & CO., INC., By: /s/ Scott L. Bok, Scott L. Bok, U.S. President 2005-06-29 /s/ Robert F. Greenhill, Robert F. Greenhill 2005-06-29