Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kallenbach Charles
 2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2014		 3. Issuer Name and Ticker or Trading Symbol
HEARTLAND PAYMENT SYSTEMS INC [HPY]
(Last)
(First)
(Middle)
90 NASSAU STREET, 2ND FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Officer, GC & Sec.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PRINCETON, NJ 08542		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,342
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 07/22/2020 Common Stock 22,500 $ 17.22 D  
Restricted Stock Unit   (2) 12/06/2023 Common Stock 2,691 $ (3) D  
Restricted Stock Unit   (4) 12/10/2022 Common Stock 3,972 $ (3) D  
Stock Option (right to buy)   (5) 05/11/2019 Common Stock 4,500 $ 8.88 D  
Restricted Stock Unit   (6) 12/22/2021 Common Stock 2,787 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kallenbach Charles
90 NASSAU STREET, 2ND FLOOR
PRINCETON, NJ 08542		       Chief Legal Officer, GC & Sec.  

Signatures

Edythe Katz Nipper, Attorney in Fact 04/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The reporting person was granted 45,000 options on July 22, 2010. The option vests in four equal annual installments beginning on July 22, 2011, as of the date of this filing 33,750 options have vested.
(2) The restricted stock units vest in four equal annual installments beginning December 6, 2014. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
(3) Each restricted stock unit represents a contingent right to receive one share of Heartland Payment Systems, Inc.'s Common Stock.
(4) The reporting person was granted 5,296 restricted stock units on December 10, 2012. The restricted stock units vest in four equal annual installments beginning December 10, 2013, as of the date of this filing 1,324 restricted stock units have vested. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units
(5) The reporting person was granted 40,000 options on May 11, 2009, as of the date of this filing all of the options have vested. The option vested in four equal annual installments beginning on May 11, 2010
(6) The reporting person was granted 5,573 restricted stock units on December 22, 2011. The restricted stock units vest in four equal annual installments beginning December 22, 2012, as of the date of this filing 2,786 restricted stock units have vested. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units

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