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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 Units | $ 0 (2) | 05/06/2015 | M | 1,897 | (3) | (3) | Common Stock | 1,897 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | (2) | 05/06/2015 | A | 1,435 | (4) | (4) | Common Stock | 1,435 | $ 0 | 1,435 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NIEHAUS ROBERT H C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON, NJ 08542 |
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| /s/ Edythe K. Nipper, Attorney in Fact | 05/08/2015 | |
| **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) | Mr. Niehaus is the direct beneficial owner of 174,215 shares of common stock of Heartland Payment Systems, Inc. (the "Issuer") and has options to purchase 27,916 shares of the Issuer's common stock. Mr. Niehaus is also the indirect beneficial owner of 3,000 shares held by The John Robert Niehaus 1994 Trust, 3,000 shares held by The Peter Southworth Niehaus 1994 Trust and 3,000 shares held by The Ann Southworth Niehaus 1994 Trust. The beneficiary of such trusts are Mr. Niehaus's minor child. Mr. Niehaus disclaims beneficial ownership of the shares held by such trusts, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| (3) | The restricted stock units vest upon the earlier of: (i) May 6, 2015 and (ii) the first business day preceding the date of the Issuer's 2015 annual meeting of stockholders, so long as the reporting person remains in Continuous Service (as such term is defined in the Issuer's 2008 Equity Incentive Plan, as amended and restated). |
| (4) | The restricted stock units vest upon the earlier of: (i) May 8, 2016 and (ii) the first business day preceding the date of the Issuer's 2016 annual meeting of stockholders, so long as the reporting person remains in Continuous Service (as such term is defined in the Issuer's Second Amended and Restated 2008 Equity Incentive Plan). |