Sec Form 4 Filing - CARR ROBERT O @ HEARTLAND PAYMENT SYSTEMS INC - 2013-05-11

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 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 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 _____ 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 (MM/DD/YY) 05/11/2013 (Street) PRINCETON, NJ08542 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/11/2013 M 66,250 A $ 0 ( 1 ) 160,482 D ( 2 ) Common Stock, par value $0.001 per share 05/11/2013 F( 3 ) 28,124 D $ 31.34 132,358 D ( 2 ) Common Stock, par value $0.001 per share 05/14/2013 M 348,750 A $ 0 481,108 D ( 2 ) Common Stock, par value $0.001 per share 05/14/2013 S 204,000 D $ 31.97 ( 4 ) 277,108 D ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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 Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARR ROBERT O C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON, NJ08542 X Chairman of the Board and CEO Signatures /s/ Charles H.N. Kallenbach, attorney-in-fact 05/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 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.

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