X0202 4 2006-02-22 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 AVE 23RD FL 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 0001288437 GREENHILL ROBERT F 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 2006-02-22 4 X 0 1093750 7.143 D 5238334 I Through limited partnerships Option w/obligation to sell Common Stock 7.143 2006-02-22 4 X 0 1093750 0 D 2003-08-01 2006-07-31 Common Stock 1093750 0 I Through limited partnerships Disposition of shares to Robert O. Carr, Chief Executive Officer of the Issuer, pursuant to Mr. Carr's exercise in full of an option to purchase an aggregate of 1,093,740 shares of Issuer common stock ("Common Stock") from Greenhill Capital Partners, L.P. and its affiliated funds at an exercise price of $7.143 per share, which option was granted to Mr. Carr by Greenhill Capital Partners, L.P. and its affiliated funds on July 31, 2003. 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 disposed of 669,648 shares of Common Stock pursuant to Mr. Carr's exercise of his option and is now the record owner of 3,207,498 shares of Common Stock, Greenhill Capital Partners (Executives), L.P., which disposed of 108,136 shares of Common Stock pursuant to Mr. Carr's exercise of his option and is now the record owner of 517,751 shares of Common Stock. Greenhill Capital, L.P., which disposed of 204,181 shares of Common Stock pursuant to Mr. Carr's exercise of his option and is now the record owner of 978,364 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., which disposed of 111,785 shares of Common Stock pursuant to Mr. Carr's exercise of his option and is now the record owner of 534,721 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. GREENHILL CAPITAL PARTNERS, LLC, By: /s/ Ulrika Ekman, Ulrika Ekman 2006-02-23 GCP 2000, LLC, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary 2006-02-23 GCP MANAGING PARTNER, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary 2006-02-23 GCP, L.P., By: GCP 2000, LLC, its general partner, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary 2006-02-23 GREENHILL CAPITAL PARTNERS, L.P., By: GCP, L.P., its general partner and GCP 2000, LLC, its general partner, By: /s/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary 2006-02-23 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/ Ulrika Ekman, Ulrika Ekman, Managing Director and Secretary 2006-02-23 GREENHILL & CO., INC., By: /s/ Ulrika Ekman, Ulrika Ekman, General Counsel and Secretary 2006-02-23 Scott L. Bok, /s/ Ulrika Ekman, Ulrika Ekman, Attorney in Fact for Scott L. Bok 2006-02-23 Robert F. Greenhill, /s/ Ulrika Ekman, Ulrika Ekman, Attorney in Fact for Robert F. Greenhill 2006-02-23 Robert H. Niehaus, /s/ Ulrika Ekman, Ulrika Ekman, Attorney in Fact for Robert H. Niehaus 2006-02-23