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* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (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) Director 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation
	3. Date of Earliest Transaction (Month/Day/Year) 12/05/2007
	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 $0.001 per share	12/05/2007		S		1,000,000	D	$31.125	1,688,214	I(1)(2)(3)(4)	Through limited partnerships(1)(2)(3)(4)

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* 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 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation

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 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation

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 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation

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 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation

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 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation

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

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 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation

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

Explanation of Responses:

1. This Form 4 is being filed by more than one reporting person.

2. 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 sold 612,326 shares of Common Stock and is now the record owner of 1,033,702 shares of Common Stock, Greenhill Capital Partners (Executives), L.P., which sold 98,833 shares of Common Stock and is now the record owner of 166,869 shares of Common Stock, Greenhill Capital, L.P., which sold 186,791 shares of Common Stock and is now the record owner of 315,286 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., which sold 102,050 shares of Common Stock and is now the record owner of 172,357 shares of Common Stock.

3. 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.

4. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein.

	/s/ Ulrika Ekman, Greenhill Capital Partners, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	12/12/2007
	/s/ Ulrika Ekman, GCP Managing Partner, L.P., Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	12/12/2007
	/s/ Ulrika Ekman, GCP, L.P., By: GCP 2000, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	12/12/2007
	/s/ Ulrika Ekman, GCP 2000, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	12/12/2007
	/s/ Ulrika Ekman, Greenhill & Co., Inc., By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman	12/12/2007
	/s/ Robert F. Greenhill, Robert F. Greenhill	12/12/2007
	/s/ Scott L. Bok, Scott L. Bok	12/12/2007
	/s/ Robert H. Niehaus, Robert H. Niehaus	12/12/2007
	** 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 4 (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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