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 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* HOLLIN MITCHELL L (Last) (First) (Middle) TWO GREENVILLE CROSSING 4005 KENNETT PIKE, SUITE 220 (Street) GREENVILLE DE 19807 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HEARTLAND PAYMENT SYSTEMS INC [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/10/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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(1)	08/10/2005		C		4,539,325	A	$0	4,729,295(2)	I	By LLR Equity Partners, L.P.(3)
Common Stock(1)	08/10/2005		C		460,675	A	$0	479,955(4)	I	By LLR Equity Partners Parallel, L.P.(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
Series A Senior Convertible Participating Preferred Stock(1)	(1)	08/10/2005		C			2,593,900	10/11/2001	(1)	Common Stock	4,539,325(2)	$0	0	I	By LLR Equity Partners, L.P.(3)
Series A Senior Convertible Participating Preferred Stock(1)	(1)	08/10/2005		C			263,243	10/11/2001	(1)	Common Stock	460,675(4)	$0	0	I	By LLR Equity Partners Parallel, L.P.(3)
Option to Sell(5)	$12.5	08/10/2005		J(5)			340,449	08/01/2003	07/31/2006	Series A Senior Convertible Participating Preferred Stock	340,449	$0	0	I	By LLR Equity Partners, L.P.(3)
Option to Sell(5)	$7.143(6)	08/10/2005		J(5)		595,786(6)		08/01/2003	07/31/2006	Common Stock	595,786(6)	$0	595,786	I	By LLR Equity Partners, L.P.(3)
Option to Sell(5)	$12.5	08/10/2005		J(5)			34,551	08/01/2003	07/31/2006	Series A Senior Convertible Participating Preferred Stock	34,551	$0	0	I	By LLR Equity Partners Parallel, L.P.(3)
Option to Sell(5)	$7.143(7)	08/10/2005		J(5)		60,464(7)		08/01/2003	07/31/2006	Common Stock	60,464(7)	$0	60,464	I	By LLR Equity Partners Parallel, L.P.(3)

Explanation of Responses:

1. Upon a qualified public offering, each share of Series A Convertible Participating Preferred Stock automatically converts to 0.875 share of Common Stock.

2. On July 26, 2005, the Common Stock of Heartland Payment Systems, Inc. ("Heartland") split 2-for-1, resulting in the acquisition of 2,364,647 additional shares of Common Stock.

3. By virtue of his position as Partner of LLR. Capital, L.P., which is the General Partner of LLR. Equity Partners, L.P. and LLR Equity Partner Parallel, L.P., Mr. Hollin may be deemed to beneficially own these shares.

4. On July 26, 2005, the Common Stock of Heartland's split 2-for-1, resulting in the acquisition of 239,977 additional shares of Common Stock.

5. Upon a qualified public offering, each share of Series A Senior Convertible Participating Preferred Stock underlying the option automatically converts to 0.875 shares of Common Stock.

6. The number of underlying securities and the price of this option are adjusted to reflect the stock split on July 26, 2005, resulting in the acquisition of 297,892 additional shares of Common Stock at an exercise price of $7.143 per share.

7. The number of underlying securities and the price of this option are adjusted to reflect the stock split on July 26, 2005, resulting in the acquisition of 30,232 additional shares of Common Stock at an exercise price of $7.143 per share.

	/s/ Mitchell L. Hollin	08/11/2005
	** Signature of Reporting Person	Date
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