Edgar Filing: HEARTLAND PAYMENT SYSTEMS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CARR ROBERT O

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

(Last)

(First)

(Middle)

C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2008

(Street)

PRINCETON, NJ 08542

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 22.81	2,073,616	I ⁽²⁾	See Footnote ⁽³⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 22.82	2,073,416	I ⁽²⁾	See Footnote ⁽⁴⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		100	D	$ 22.83	2,073,316	I ⁽²⁾	See Footnote ⁽⁵⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		400	D	$ 22.84	2,072,916	I ⁽²⁾	See Footnote ⁽⁶⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 22.86	2,072,716	I ⁽²⁾	See Footnote ⁽⁷⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 22.92	2,072,516	I ⁽²⁾	See Footnote ⁽⁸⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		2,500	D	$ 22.93	2,070,016	I ⁽²⁾	See Footnote ⁽⁹⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		2,000	D	$ 22.94	2,068,016	I ⁽²⁾	See Footnote ⁽¹⁰⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		4,784	D	$ 22.95	2,063,232	I ⁽²⁾	See Footnote ⁽¹¹⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		800	D	$ 22.96	2,062,432	I ⁽²⁾	See Footnote ⁽¹²⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		3,616	D	$ 22.97	2,058,816	I ⁽²⁾	See Footnote ⁽¹³⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		400	D	$ 23.36	2,058,416	I ⁽²⁾	See Footnote ⁽¹⁴⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		500	D	$ 23.5	2,057,916	I ⁽²⁾	See Footnote ⁽¹⁵⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		400	D	$ 23.52	2,057,516	I ⁽²⁾	See Footnote ⁽¹⁶⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		100	D	$ 23.53	2,057,416	I ⁽²⁾	See Footnote ⁽¹⁷⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 23.55	2,057,216	I ⁽²⁾	See Footnote ⁽¹⁸⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 23.57	2,057,016	I ⁽²⁾	See Footnote ⁽¹⁹⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 23.58	2,056,816	I ⁽²⁾	See Footnote ⁽²⁰⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 23.59	2,056,616	I ⁽²⁾	See Footnote ⁽²¹⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 23.6	2,056,416	I ⁽²⁾	See Footnote ⁽²²⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		100	D	$ 23.61	2,056,316	I ⁽²⁾	See Footnote ⁽²³⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 23.62	2,056,116	I ⁽²⁾	See Footnote ⁽²⁴⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		100	D	$ 23.63	2,056,016	I ⁽²⁾	See Footnote ⁽²⁵⁾
Common Stock, par value $.001 per share	08/11/2008		S⁽¹⁾		200	D	$ 23.64	2,055,816 ⁽²⁷⁾ ⁽²⁸⁾	I ⁽²⁾	See Footnote ⁽²⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CARR ROBERT O C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON, NJ 08542	X	X	Chairman of the Board and CEO
CARR JILL C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON, NJ 08542		X

Signatures

/s/ Robert O. Carr		08/11/2008
^**Signature of Reporting Person		Date
/s/ Jill A. Carr		08/11/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On August 11, 2008, each of The Robert O. Carr Irrevocable Trust for Emily Carr, The Robert O. Carr Irrevocable Trust for Kelly Carr and The Robert O. Carr Irrevocable Trust for Ryan Carr sold 6,000 shares, respectively, of Common Stock of the Company through Morgan Stanley & Co., Incorporated, a registered broker-dealer. This sale was made pursuant to agreements executed on August 8, 2008 between Marc Ostro, as trustee and Morgan Stanley & Co, Incorporated for the sale of 20,000 shares of the Company's Common Stock pursuant to Rule 144 from each of the above mentioned trusts. 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.
(2)	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.
(3)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(4)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(5)	33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 34 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(6)	133 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 133 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 134 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(7)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(8)	66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 68 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(9)	833 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 833 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 834 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(10)	667 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 667 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 666 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(11)	1,595 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 1,595 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 1,594 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(12)	266 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 266 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 268 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(13)	1,206 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 1,206 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 1,204 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(14)	133 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 133 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 134 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(15)	167 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 167 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 166 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(16)	133 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 133 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 134 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(17)	33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 34 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(18)	66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(19)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(20)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(21)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(22)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(23)	33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 34 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(24)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(25)	33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 33 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 34 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(26)	67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Kelly Carr and 67 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Emily Carr. 66 shares of the Company's Common Stock were sold by The Robert O. Carr Irrevocable Trust for Ryan Carr.
(27)	After the sales, 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; 451,201 shares held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr; 256,503 shares held by The Robert O. Carr 2000 Irrevocable Trust for Ryan Carr; 408,689 shares held by The Robert O. Carr 2000 Irrevocable Trust for Kelly Carr; 144,074 shares held by The Jill A. Carr 2000 Irrevocable Trust for Corrissa Nichols; 144,994 shares held by The Jill A. Carr 2000 Irrevocable Trust for Robert Carr, Jr.; and 247,755 shares held by The Jill A. Carr Irrevocable Trust for Hilary Holland 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.
(28)	Mr. Carr and Mrs. Carr directly own 5,835,399 shares of Common Stock of the Company and have a fully vested option to purchase an additional 125,000 shares of Common Stock of the Company.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.