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

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1. Name and Address of Reporting Person * GREENHILL CAPITAL PARTNERS, LLC   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 __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Sharehldr w/ Bd Representation (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR,  3. Date of Earliest Transaction (Month/Day/Year) 09/21/2007 (Street) NEW YORK, NY 10022 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) Code V Amount (A) or (D) Price Common Stock; par value $0.001 per share 09/21/2007   S(1)   2,550,120 D $ 26.34 (2) 2,688,214 I (3) (4) (5) (6) Through limited partnerships (3) (4) (5) (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation
GCP MANAGING PARTNER, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation
GCP, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation
GREENHILL & CO INC 300 PARK AVENUE 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation
GCP 2000, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation
BOK SCOTT L 300 PARK AVENUE 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation
GREENHILL ROBERT F 300 PARK AVENUE 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation
NIEHAUS ROBERT H 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022		X		Sharehldr w/ Bd Representation

Signatures

Greenhill Capital Partners, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		09/21/2007
**Signature of Reporting Person		Date
GCP Managing Partner, L.P., Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		09/21/2007
**Signature of Reporting Person		Date
GCP, L.P., By: GCP 2000, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		09/21/2007
**Signature of Reporting Person		Date
GCP 2000, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		09/21/2007
**Signature of Reporting Person		Date
Greenhill & Co., Inc., By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman		09/21/2007
**Signature of Reporting Person		Date
Robert F. Greenhill, /s/ Robert F. Greenhill		09/21/2007
**Signature of Reporting Person		Date
Scott L. Bok, /s/ Scott L. Bok		09/21/2007
**Signature of Reporting Person		Date
Robert H. Niehaus, /s/ Robert H. Niehaus		09/21/2007
**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)	Sale by reporting persons pursuant to a public offering of the Issuer.
(2)	Public offering price.
(3)	This Form 4 is being filed by more than one reporting person.
(4)	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 1,561,470 shares of Common Stock pursuant to the public offering and is now the record owner of 1,646,028 shares of Common Stock, Greenhill Capital Partners (Executives), L.P., which sold 252,049 shares of Common Stock pursuant to the public offering and is now the record owner of 265,702 shares of Common Stock, Greenhill Capital, L.P., which sold 476,287 shares of Common Stock pursuant to the public offering and is now the record owner of 502,077 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., which sold 260,314 shares of Common Stock pursuant to the public offering and is now the record owner of 274,407 shares of Common Stock.
(5)	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.
(6)	Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein.

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