Sec Form 4 Filing - NIEHAUS ROBERT H @ HEARTLAND PAYMENT SYSTEMS INC - 2012-09-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
NIEHAUS ROBERT H
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2012
(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 09/10/2012 M 5,000 A $ 27.4 142,413 D
Common Stock, par value $0.001 per share 09/10/2012 M 5,000 A $ 18 147,413 D
Common Stock, par value $0.001 per share 09/10/2012 M 3,750 A $ 8.88 151,163 D
Common Stock, par value $0.001 per share 09/10/2012 M 5,000 A $ 12.16 156,163 D
Common Stock, par value $0.001 per share 09/10/2012 S 10,119 D $ 31.7819 ( 1 ) 146,044 D
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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)
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
Stock Option (right to buy) $ 27.4 09/10/2012 M 5,000 12/20/2007 12/20/2012 Common Stock 5,000 $ 27.4 0 D
Stock Option (right to buy) $ 18 09/10/2012 M 5,000 11/05/2008 11/05/2013 Common Stock 5,000 $ 18 0 D
Stock Option (right to buy) $ 8.88 09/10/2012 M 3,750 ( 2 ) 05/11/2014 Common Stock 3,750 $ 8.88 1,250 D
Stock Option (right to buy) $ 12.16 09/10/2012 M 5,000 11/06/2009 11/06/2014 Common Stock 5,000 $ 12.16 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NIEHAUS ROBERT H
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON, NJ08542
X
Signatures
/s/ Robert H. Niehaus 09/10/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This price is the weighted average price of the 10,119 shares sold. The prices actually paid for the shares of the Common Stock of Heartland Payment Systems, Inc. (the "Issuer") sold ranged from $31.73 to $31.94. 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 paid.
( 2 )These stock options were granted on May 11, 2009 and vest in four equal annual installments beginning on the first anniversary of the date of grant. As of the date of this filing, 3,750 of the options have vested and 1,250 of the options remain unvested.

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

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