SEC Form 4

FORM 4		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: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) X Other (specify below) Sharehldr w/ Bd Representation
	3. Date of Earliest Transaction (Month/Day/Year) 09/21/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/21/2007		S ( 1 )		2,550,120	D	$26.34 ( 2 )	2,688,214	I ( 3 ) ( 4 ) ( 5 ) ( 6 )	Through limited partnerships ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 (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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* GCP MANAGING PARTNER, L.P. (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* GCP, L.P. (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* GREENHILL & CO INC (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* GCP 2000, LLC (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* BOK SCOTT L (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* GREENHILL ROBERT F (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* NIEHAUS ROBERT H (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. Sale by reporting persons pursuant to a public offering of the Issuer.

2. Public offering price.

3. This Form 4 is being filed by more than one reporting person.

4. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. and GCP, L.P. are general partners of Greenhill Capital Partners, L.P., which sold 1,561,470 shares of Common Stock pursuant to the public offering and is now the record owner of 1,646,028 shares of Common Stock, Greenhill Capital Partners (Executives), L.P., which sold 252,049 shares of Common Stock pursuant to the public offering and is now the record owner of 265,702 shares of Common Stock, Greenhill Capital, L.P., which sold 476,287 shares of Common Stock pursuant to the public offering and is now the record owner of 502,077 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., which sold 260,314 shares of Common Stock pursuant to the public offering and is now the record owner of 274,407 shares of Common Stock.

5. GCP 2000, LLC is the general partner of GCP, L.P. GCP 2000, LLC is in turn controlled by its Senior Members, Scott L. Bok, Robert F. Greenhill and Robert H. Niehaus. Messrs. Bok and Niehaus are also members of the Board of Directors of the Issuer.

6. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein.

	Greenhill Capital Partners, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	09/21/2007
	GCP Managing Partner, L.P., Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	09/21/2007
	GCP, L.P., By: GCP 2000, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	09/21/2007
	GCP 2000, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman	09/21/2007
	Greenhill & Co., Inc., By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman	09/21/2007
	Robert F. Greenhill, /s/ Robert F. Greenhill	09/21/2007
	Scott L. Bok, /s/ Scott L. Bok	09/21/2007
	Robert H. Niehaus, /s/ Robert H. Niehaus	09/21/2007
	** Signature of Reporting Person	Date
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