X0202 4 2005-08-10 0 0001144354 HEARTLAND PAYMENT SYSTEMS INC HPY 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 0001288439 BOK SCOTT L 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001241677 NIEHAUS ROBERT H 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock; par value $0.001 per share 2005-08-10 4 S 0 2000000 18 D 6632084 I Through limited partnerships Sale by reporting person pursuant to the initial public offering (the "IPO") of the Issuer. Assumes the conversion of all of the Issuer's Series A Senior Convertible Participating Preferred Stock into common stock ("Common Stock") upon the completion of the Issuer's IPO. This Form 4 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, upon completion of the Issuer's IPO, will be the record owner of 4,060,836 shares of Issuer's Common Stock, Greenhill Capital Partners (Executives), L.P., will be the record owner of 655,540 shares of Common Stock, Greenhill Capital, L.P., will be the record owner of 1,238,572 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., will be the record owner of 677,136 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 Partners, L.P. and affiliated investment funds granted Robert O. Carr, Chief Executive Officer of the Issuer, the option to purchase an aggregate of 1,093,750 shares of Common Stock at a price of $7.143 per optioned share. Greenhill Capital Partners, L.P. granted 669,648 optioned shares of Common Stock, Greenhill Capital Partners (Executives), L.P. granted 108,136 optioned shares of Common Stock, Greenhill Capital, L.P. granted 204,181 optioned shares of Common Stock and Greenhill Capital Partners (Cayman), L.P. granted 111,785 optioned shares of Common Stock. The option agreement expires on July 31, 2006. Thus the 6,632,084 shares of Common Stock that will be beneficially owned by the above named persons (to the extent of their pecuniary interest therein) include 1,093,750 shares of Common Stock which are subject to the option granted to Robert O. Carr. Greenhill Capital Partners, LLC, By: /s/ Scott L. Bok, Scott L. Bok, Managing Director 2005-08-11 GCP 2000, LLC, By: /s/ Scott L. Bok, Scott L. Bok, Managing Director 2005-08-11 GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: /s/ Scott L. Bok, Scott L. Bok, Managing Director 2005-08-11 GCP, L.P., By: GCP 2000, LLC, its general partner, By: /s/ Scott L. Bok, Scott L. Bok, Managing Director 2005-08-11 GREENHILL CAPITAL PARTNERS, L.P., By: GCP, L.P., its general partner and GCP 2000, LLC, its general partner, By: /s/ Scott L. Bok, Scott L. Bok, Managing Director 2005-08-11 GREENHILL CAPITAL PARTNERS, L.P., By: GCP Managing Partner L.P., its managing general partner and Greenhill Capital Partners, LLC, its general partner, By: /s/ Scott L. Bok, Scott L. Bok, Managing Director 2005-08-11 GREENHILL & CO., INC., By: /s/ Scott L. Bok, Scott L. Bok, U.S. President 2005-08-11 /s/ Robert F. Greenhill, Robert F. Greenhill 2005-08-11 /s/ Scott L. Bok, Scott L. Bok 2005-08-11 /s/ Robert H. Niehaus, Robert H. Niehaus 2005-08-11