SEC FORM 4

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

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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

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)
		Shareholder w/ Board Represent

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock; par value $0.001 per share	06/02/2008		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		1,688,214	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	63,526⁽⁵⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	Through limited partnerships⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock; par value $0.001 per share	06/17/2008		S⁽⁶⁾		63,526	D	$26.99	0	I⁽¹⁾⁽⁵⁾⁽⁷⁾	I⁽¹⁾⁽⁵⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

GREENHILL CAPITAL PARTNERS, LLC

(Last)

(First)

(Middle)

300 PARK AVENUE, 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/ Board Represent

1. Name and Address of Reporting Person^*

GCP MANAGING PARTNER, L.P.

(Last)

(First)

(Middle)

300 PARK AVENUE, 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/ Board Represent

1. Name and Address of Reporting Person^*

GCP, L.P.

(Last)

(First)

(Middle)

300 PARK AVENUE, 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/Bd. Rep

1. Name and Address of Reporting Person^*

GCP 2000, LLC

(Last)

(First)

(Middle)

300 PARK AVENUE, 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/Bd. Rep

1. Name and Address of Reporting Person^*

GREENHILL & CO INC

(Last)

(First)

(Middle)

300 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/Bd. Rep

1. Name and Address of Reporting Person^*

GREENHILL ROBERT F

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/Bd. Rep

1. Name and Address of Reporting Person^*

BOK SCOTT L

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/Bd. Rep

1. Name and Address of Reporting Person^*

NIEHAUS ROBERT H

(Last)

(First)

(Middle)

300 PARK AVE 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Shareholder w/Bd. Rep

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 (the "General Partners") of Greenhill Capital Partners, L.P. (the "Main Fund"), which distributed 1,033,702 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution, Greenhill Capital Partners (Executives), L.P. (the "Executives Fund"), which distributed 166,869 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution,

3. Greenhill Capital, L.P. (the "Employee Fund"), which distributed 315,286 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution, and Greenhill Capital Partners (Cayman), L.P., which distributed 172,357 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution.

4. 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. Mr. Niehaus is also a member of the Board of Directors of the Issuer.

5. In connection with the pro rata distributions by the Main Fund, the Executives Fund, the Employee Fund and the General Partners, Greenhill Capital Partners, LLC became the direct holder of 63,526 shares of Common Stock.

6. On June 17, 2008, Greenhill Capital Partners, LLC sold all of its remaining shares of Common Stock.

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

	/s/ Jodi B. Ganz, Greenhill Capital Partners, LLC, By: Jodi B. Ganz, Secretary	06/18/2008
	/s/ Jodi B. Ganz, GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner	06/18/2008
	/s/ Jodi B. Ganz, GCP, L.P. , By: GCP 2000, LLC, its general partner, By: Jodi B. Ganz, Secretary	06/18/2008
	/s/ Jodi B. Ganz, GCP 2000, LLC, By: Jodi B. Ganz, Secretary	06/18/2008
	/s/ Jodi B. Ganz, Greenhill & Co., Inc., By: Jodi B. Ganz, Acting General Counsel and Secretary	06/18/2008
	/s/ Robert F. Greenhill, Robert F. Greenhill	06/18/2008
	/s/ Scott L. Bok, Scott L. Bok	06/18/2008
	/s/ Robert H. Niehaus, Robert H. Niehaus	06/18/2008
	** 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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