X0202 4/A 2005-08-16 2005-08-19 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 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 0001120194 GREENHILL CAPITAL PARTNERS LP 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock; par value $0.001 per share 2005-08-16 4 S 0 300000 18 D 6332084 I Through limited partnerships Sale by reporting persons pursuant to the exercise of the over-allotment option by the underwriters granted to the underwriters in connection with the initial public offering of the Issuer. 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 sold 183,690 shares of Issuer's common stock ("Common Stock") in the transaction reported hereby and is now the record owner of 3,877,146 shares of Common Stock, Greenhill Capital Partners (Executives), L.P., which sold 29,653 shares of Common Stock in the transaction reported hereby and is now the record owner of 625,887 shares of Common Stock, Greenhill Capital, L.P., which sold 56,027 shares of Common Stock in the transaction reported hereby and is now the record owner of 1,182,545 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., which sold 30,630 shares of Common Stock in the transaction reported hereby and is now the record owner of 646,506 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 6,332,084 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/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-08-24 GCP 2000, LLC, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-08-24 GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-08-24 GCP, L.P., By: GCP 2000, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-08-24 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 2005-08-24 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/ Robert H. Niehaus, Robert H. Niehaus, Chairman 2005-08-24 GREENHILL & CO., INC., By: /s/ Ulrika Ekman, Ulrika Ekman, General Counsel and Secretary 2005-08-24 Robert F. Greenhill, /s/ Ulrika Ekman, Attorney in Fact for Robert F. Greenhill 2005-08-24 Scott L. Bok, /s/ Ulrika Ekman, Attorney in Fact for Scott L. Bok 2005-08-24 /s/ Robert H. Niehaus, Robert H. Niehaus 2005-08-24