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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (5) | $ 0 | 05/11/2013 | M | 66,250 | (6) | (6) | Common Stock | 66,250 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 8.88 | 05/14/2013 | M | 116,250 | (7) | 05/11/2014 | Common Stock | 116,250 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 8.88 | 05/14/2013 | M | 116,250 | (8) | 05/11/2014 | Common Stock | 116,250 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 8.88 | 05/14/2013 | M | 116,250 | (9) | 05/11/2014 | Common Stock | 116,250 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CARR ROBERT O C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON, NJ 08542 |
X | Chairman of the Board and CEO | ||
| /s/ Charles H.N. Kallenbach, attorney-in-fact | 05/14/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | Each vested restricted stock unit was the economic equivalent of one share of common stock of Heartland Payment Systems, Inc. (the "Issuer"). The reporting person settled the vested restricted stock units for shares of the Issuer's common stock. |
| (2) | The reporting person's indirect beneficial ownership consists of 108,487 shares of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr. The reporting person disclaims beneficial ownership of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr. This report shall not be deemed an admission that the reportingperson is the beneficial owner of the shares of the Issuer's common stock for purposes of Section 16 or for any other purpose. |
| (3) | The reporting person authorized the Issuer to withhold shares of common stock to satisfy tax obligations arising from the vesting of the restricted stock units described in this Form 4. |
| (4) | This price is the weighted average price of the 204,000 shares sold. The prices of the shares of the common stock of the Issuer sold ranged from $31.72 to $32.17. The reporting person will provide to the Issuer, any security holder of the Issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually sold. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of the common stock of the Issuer. |
| (6) | On May 11, 2009, the restricted stock units were granted with vesting in four equal installments over a four year period. As of the date of this filing, 265,00 of the restricted stock units have vested and 0 restricted stock units remain unvested. Shares of the Issuer's common stock will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units. |
| (7) | On May 11, 2009, the stock options were granted with vesting in four equal installments over a four year period, as of the date of this filing all of the stock options have vested. |
| (8) | On May 11, 2009, the stock options were granted with vesting in four equal installments over a four year period if the closing price of the common stock of the Issuer was $17.76 or greater for 30 consecutive trading days at any time before the option expired. The closing price of the common stock of the Issuer has exceeded $17.76 for 30 consecutive trading days so, as of the date of this filing, all of the stock options have vested. |
| (9) | On May 11, 2009, the stock options were granted with vesting in four equal installments over a four year period. As of the date of this filing, 348,750 of the stock options have vested and 116,250 stock options remain unvested. |