SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CARR ROBERT O (Last) (First) (Middle) C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HEARTLAND PAYMENT SYSTEMS INC [ HPY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/25/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.001 per share	02/25/2009		S (1)		130,292	D	$5.55 (2)	4,842,207	D (3)
Common Stock, par value $.001 per share	02/26/2009		S (1)		331,920	D	$5.44 (4)	4,510,287	D (3)
Common Stock, par value $.001 per share	02/27/2009		S (1)		230,200	D	$5.64 (5)	4,280,087 (6) (7)	D (3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CARR ROBERT O (Last) (First) (Middle) C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)

1. Name and Address of Reporting Person* CARR JILL (Last) (First) (Middle) C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)

Explanation of Responses:

1. The dispositions of Common Stock of Heartland Payment Systems, Inc. (the "Company") were effected pursuant to forced sales by a financial institution to meet obligations under a loan for which the shares were pledged as security. The total number of shares reported as sold on this Form 4 is 692,412.

2. This price is the weighted average price of the 130,292 shares sold. The prices actually paid for the shares of the Company's Common Stock sold ranged from $5.49 to $5.70. The reporting person will provide to the issuer, any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.

3. This Form 4 is filed in connection with a joint/group filing consisting of Mr. Carr and Jill Carr, Mr. Carr's wife. Mrs. Carr's address is c/o Heartland Payment Systems, Inc., 90 Nassau Street, Princeton, NJ 08542.

4. This price is the weighted average price of the 331,920 shares sold. The prices actually paid for the shares of the Company's Common Stock sold ranged from $5.40 to $5.56. The reporting person will provide to the issuer, any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.

5. This price is the weighted average price of the 230,200 shares sold. The prices actually paid for the shares of the Company's Common Stock sold ranged from $5.42 to $5.82. The reporting person will provide to the issuer, any security holder of the issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.

6. Mr. and Mrs. Carr's indirect beneficial ownership consists of 400,000 shares of Common Stock of the Company held by The Robert O. Carr 2001 Charitable Remainder Unitrust and 443,501 shares held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr. The reporting persons disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

7. After the sales, Mr. and Mrs. Carr beneficially own 4,280,087 shares of the Company's Common Stock and have a fully vested option to purchase an additional 125,000 shares of the Company's Common Stock.

	/s/ Charles H.N. Kallenbach As Attorney-in-Fact	02/27/2009
	/s/ Charles H.N. Kallenbach As Attorney-in-Fact	02/27/2009
	** Signature of Reporting Person	Date
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