Sec Form 4 Filing - Kallenbach Charles @ HEARTLAND PAYMENT SYSTEMS INC - 2016-04-22

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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
Kallenbach Charles
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Legal Officer, GC & Sec.
(Last) (First) (Middle)
90 NASSAU STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2016
(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 04/22/2016 D 37,918 D 0 D
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 Units ( 2 ) 04/22/2016 A 13,453 ( 3 ) 12/06/2023 Common Stock 13,453 $ 0 13,453 D
Restricted Stock Units ( 2 ) 04/22/2016 D 13,453 ( 3 ) 12/06/2023 Common Stock 13,453 ( 4 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 A 5,378 ( 5 ) 12/06/2023 Common Stock 5,378 $ 0 5,378 D
Restricted Stock Units ( 2 ) 04/22/2016 D 5,378 ( 5 ) 12/06/2023 Common Stock 5,378 ( 6 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 A 5,560 ( 7 ) 12/06/2023 Common Stock 5,560 $ 0 5,560 D
Restricted Stock Units ( 2 ) 04/22/2016 D 5,560 ( 7 ) 12/06/2023 Common Stock 5,560 ( 8 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 D 673 ( 9 ) 12/06/2023 Common Stock 673 ( 10 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 A 11,028 ( 11 ) 12/19/2024 Common Stock 11,028 $ 0 11,028 D
Restricted Stock Units ( 2 ) 04/22/2016 D 11,028 ( 11 ) 12/19/2024 Common Stock 11,028 ( 12 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 A 9,734 ( 13 ) 12/19/2024 Common Stock 9,734 $ 0 9,734 D
Restricted Stock Units ( 2 ) 04/22/2016 D 9,734 ( 13 ) 12/19/2024 Common Stock 9,734 ( 14 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 D 1,103 ( 15 ) 12/19/2019 Common Stock 1,103 ( 16 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 A 3,615 ( 17 ) 12/11/2025 Common Stock 3,615 $ 0 3,615 D
Restricted Stock Units ( 2 ) 04/22/2016 D 3,615 ( 17 ) 12/11/2025 Common Stock 3,615 ( 18 ) 0 D
Restricted Stock Units ( 2 ) 04/22/2016 D 2,711 ( 19 ) 12/19/2024 Common Stock 2,711 ( 20 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kallenbach Charles
90 NASSAU STREET, 2ND FLOOR
PRINCETON, NJ08542
Chief Legal Officer, GC & Sec.
Signatures
/s/ Charles H.N. Kallenbach 04/26/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the acquisition (the "Merger") of Heartland Payments Systems, Inc. ("Heartland") by Global Payments Inc. ("Global Payments"), pursuant to the Agreement and Plan of Merger, dated as of December 15, 2015, by and among Heartland, Global Payments, Data Merger Sub One, Inc. and Data Merger Sub Two, LLC, on April 22, 2016, the Reporting Person received $53.28 in cash and 0.6687 of a share of Global Payments common stock for each share of Heartland common stock owned by the Reporting Person.
( 2 )Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
( 3 )On December 6, 2013, the reporting person was granted a target of an aggregate of 5,381 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 13,453 performance restricted share units.
( 4 )These restricted stock units were cancelled in the merger in exchange for 8,996 shares of Global Payments common stock and a cash payment of $716,777.44.
( 5 )On December 6, 2013, the reporting person was granted a target of an aggregate of 2,689 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,378 performance restricted share units.
( 6 )These restricted stock units were cancelled in the merger in exchange for 3,596 shares of Global Payments common stock and a cash payment of $286,560.22.
( 7 )On December 6, 2013, the reporting person was granted a target of an aggregate of 2,780 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,560 performance restricted share units.
( 8 )These restricted stock units were cancelled in the merger in exchange for 3,717 shares of Global Payments common stock and a cash payment of $296,310.54.
( 9 )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.
( 10 )These restricted stock units, which provided for vesting in four equal installments beginning on December 6, 2013, were cancelled in the Merger in exchange for 450 shares of Global Payments common stock and a cash payment of $35,860.10.
( 11 )On December 19, 2014, the reporting person was granted a target of an aggregate of 4,411 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 11,028 performance restricted share units.
( 12 )These restricted stock units were cancelled in the merger in exchange for 7,374 shares of Global Payments common stock and a cash payment of $587,603.97.
( 13 )On December 19, 2014, the reporting person was granted a target of an aggregate of 4,867 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 9,734 performance restricted share units.
( 14 )These restricted stock units were cancelled in the merger in exchange for 6,509 shares of Global Payments common stock and a cash payment of $518,637.06.
( 15 )The restricted stock units vest in four equal annual installments beginning December 19, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
( 16 )These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2014, were cancelled in the Merger in exchange for 737 shares of Global Payments common stock and a cash payment of $58,811.54.
( 17 )On December 11, 2015, the reporting person was granted a target of an aggregate of 3,615 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 3,615 performance restricted share units.
( 18 )These restricted stock units were cancelled in the merger in exchange for 2,417 shares of Global Payments common stock and a cash payment of $192,633.79.
( 19 )The restricted stock units vest in four equal annual installments beginning December 19, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
( 20 )These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2015, were cancelled in the Merger in exchange for 1,812 shares of Global Payments common stock and a cash payment of $144,506.23.

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