SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2005	3. Issuer Name and Ticker or Trading Symbol HEARTLAND PAYMENT SYSTEMS INC [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock; par value $0.001 per share	149,375(1)(2)(3)	I(1)(2)(3)	Through limited partnerships(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Senior Convertible Participating Preferred Stock(4)	(6)	(6)	Common Stock	4,761,905(1)(2)(3)	(6)	I(1)(2)(3)	Through limited partnerships(1)(2)(3)
Option w/ the oblig to sell Series A Sr Conv Part Pref Stock(4)	(5)	(5)	Series A Senior Convertible Participating Preferred Stock(1)(2)(3)(4)(7)	625,000(1)(2)(3)(7)	$12.5(7)	I(1)(2)(3)	Through limited partnerships(1)(2)(3)

1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GCP MANAGING PARTNER, L.P. (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GCP, L.P. (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENHILL & CO INC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GCP 2000, LLC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS LP (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENHILL ROBERT F (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 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 is the record owner of 2,915,472 shares of Issuer's Series A Senior Convertible Participating Preferred Stock ("Preferred Shares") (all Preferred Shares will automatically convert into shares of Issuer's common stock at the completion of the Issuer's initial public offering) and 91,681 shares of common stock ("Common Stock") and Greenhill Capital Partners (Executives), L.P., which is the record owner of 470,800 Preferred Shares and 14,664 shares of Common Stock.

2. Greenhill Capital, L.P. is the record owner of 888,950 Preferred Shares and 28,210 shares of Common Stock. Greenhill Capital Partners (Cayman), L.P. is the record owner of 486,683 Preferred Shares and 14,820 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.

3. Further, pursuant to an option agreement, dated July 31, 2003, Greenhill Capital Partner, L.P. and affiliated investment funds granted Robert O. Carr, Chief Executive Officer of the Issuer, the option to purchase an aggregate of 625,000 Preferred Shares at a price of $12.50 per optioned share. Greenhill Capital Partners, L.P. granted 382,656 optioned Preferred Shares, Greenhill Capital Partners (Executives), L.P. granted 61,792 optioned Preferred Shares, Greenhill Capital, L.P. granted 116,675 optioned Preferred Shares and Greenhill Capital Partners (Cayman), L.P. granted 63,877 optioned Preferred Shares. The option agreement expires on July 31, 2006. Thus the 4,761,905 Preferred Shares beneficially owned by the above named persons (to the extent of their pecuniary interest therein) include 625,000 Preferred Shares which are subject to the option granted to Robert O. Carr.

4. All Preferred Shares will automatically convert into shares of Issuer's Common Stock at the completion of the Issuer's initial public offering (the conversion ratio will be determined on the date of conversion pursuant to the terms of the Certificate of Designations of Series A Senior Convertible Participating Preferred Stock (the "Certificate of Designations")).

5. The option is exercisable as of August 1, 2003 and expires on July 31, 2006. Under certain events, including without limitation, if the reporting persons transfer all of the Issuer's securities owned by them to a third party from and after July 31, 2005, the reporting persons may require the option holder to mandatorily exercise the option in full.

6. The Preferred Shares are exercisable at any time and from time to time from October 11, 2001. There is no stated expiration date, however, the Preferred Shares automatically convert to Common Stock upon the earlier of: (i) the closing of a qualified public offering; (ii) the closing of a qualified acquisition; or (iii) the election by the holders of at least two-thirds of the Preferred Shares then outstanding to convert all of the outstanding Preferred Shares into shares of Common Stock. The number of shares of Common Stock deliverable upon a conversion of one Preferred Share shall be equal to the accreted value of such shares on the date of conversion divided by the conversion price on such date (each as described in the Certificate of Designations). The initial conversion price is $5.25 per share but subject to adjustment from time to time pursuant to the terms of the Certificate of Designations.

7. The option will be exercisable for Common Stock following the Issuer's initial public offering and the number of shares into which it is exercised will be determined after the initial public offering and in accordance with the terms of the option agreement and the Certificate of Designations.

	Greenhill Capital Partners, LLC, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman	06/29/2005
	GCP 2000, LLC, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman	06/29/2005
	GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman	06/29/2005
	GCP, L.P., By: GCP 2000, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman	06/29/2005
	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	06/29/2005
	GREENHILL CAPITAL PARTNERS, L.P., By: GCP Managing Partner L.P., its managing partner and Greenhill Capital Partners, LLC, its general partner, By: /s/ Robert H. Niehaus, Robert H. Niehaus, Chairman	06/29/2005
	GREENHILL & CO., INC., By: /s/ Scott L. Bok, Scott L. Bok, U.S. President	06/29/2005
	/s/ Robert F. Greenhill, Robert F. Greenhill	06/29/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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