X0303 4 2009-01-15 0001144354 HEARTLAND PAYMENT SYSTEMS INC HPY 0001331716 BALDWIN ROBERT H B JR C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET PRINCETON NJ 08542 0 1 0 0 President & CFO Common Stock, par value $.001 per share 2009-01-15 4 M 0 26000 6.25 A 451636 D Common Stock, par value $.001 per share 2009-01-15 4 F 0 9921 16.38 D 441715 D Stock Options (right to buy) 6.25 2009-01-15 4 M 0 26000 0 D 2009-01-15 Common Stock 26000 0 D On July 26, 2005, the common stock of Heartland Payment Systems, Inc. (the "Issuer") split 2-for-1. The number of the underlying securities and the price of this option are adjusted to reflect the stock split, resulting in the acquisition of 45,000 additional shares of common stock at an exercise price of $6.25 per share. After the option exercise, Robert H.B. Baldwin, Jr. beneficially owns 441,715 shares of common stock of the Issuer, of which 136 shares of common stock of the Issuer are held in the Issuer's 401(k) plan. Mr. Baldwin is also the indirect beneficial owner of 91,325 shares of common stock of the Issuer which are held by the Margaret J. Sieck and Whitney H. Baldwin as Trustees for an Indenture created June 30, 2004. The options were granted under the Issuer's 2000 Equity Incentive Plan. On January 15, 2004, the options were granted with vesting over a four year period. As of the date of this filing, all of the options have vested. /s/ Robert H.B. Baldwin, Jr. 2009-01-17