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Form 4 HEARTLAND PAYMENT SYSTEM For: Apr 22 Filed by: Zabaneh Samir Michael

April 27, 2016 9:29 AM EDT
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
or Section 30(h) of the Investment Company Act of 1940
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 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 *
Zabaneh Samir Michael
(Last) (First) (Middle)
90 NASSAU STREET
2ND FLOOR
(Street)
PRINCETON NJ 08542
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 04/22/2016   D   10,211 D (1) 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 (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
Restricted Stock Units (2) 04/22/2016   D     12,804   (3) 12/19/2024 Common Stock 12,804.00 (4) 0 D  
Restricted Stock Units (2) 04/22/2016   A   16,543     (5) 12/19/2024 Common Stock 16,543.00 $ 0 16,543 D  
Restricted Stock Units (2) 04/22/2016   D     16,543   (5) 12/19/2024 Common Stock 16,543.00 (6) 0 D  
Restricted Stock Units (2) 04/22/2016   A   14,602     (7) 12/19/2024 Common Stock 14,602.00 $ 0 14,602 D  
Restricted Stock Units (2) 04/22/2016   D     14,602   (7) 12/19/2024 Common Stock 14,602.00 (8) 0 D  
Restricted Stock Units (2) 04/22/2016   D     1,654   (9) 12/19/2019 Common Stock 1,654.00 (10) 0 D  
Restricted Stock Units (2) 04/22/2016   A   6,026     (11) 12/11/2025 Common Stock 6,026.00 $ 0 6,026 D  
Restricted Stock Units (2) 04/22/2016   D     6,026   (11) 12/11/2025 Common Stock 6,026.00 (12) 0 D  
Restricted Stock Units (2) 04/22/2016   D     4,519   (13) 12/11/2025 Common Stock 4,519.00 (14) 0 D  
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. The restricted stock units vest in four equal annual installments beginning April 7, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
4. These restricted stock units, which provided for vesting in four equal installments beginning on April 7, 2015, were cancelled in the Merger in exchange for 8,562 shares of Global Payments common stock and a cash payment of $682,199.76.
5. On December 19, 2014, the reporting person was granted a target of an aggregate of 6,617 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 16,543 performance restricted share units.
6. These restricted stock units were cancelled in the merger in exchange for 11,062 shares of Global Payments common stock and a cash payment of $881,434.11.
7. On December 19, 2014, the reporting person was granted a target of an aggregate of 7,301 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 14,602 performance restricted share units.
8. These restricted stock units were cancelled in the merger in exchange for 9,764 shares of Global Payments common stock and a cash payment of $778,021.67.
9. 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 units.
10. These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2015, were cancelled in the Merger in exchange for 1,106 shares of Global Payments common stock and a cash payment of $88,127.38.
11. On December 11, 2015, the reporting person was granted a target of an aggregate of 6,026 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 6,026 performance restricted share units.
12. These restricted stock units were cancelled in the merger in exchange for 4,029 shares of Global Payments common stock and a cash payment of $321,109.75.
13. The restricted stock units vest in four equal annual installments beginning December 11, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
14. These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the Merger in exchange for 3,021 shares of Global Payments common stock and a cash payment of $240,837.20.
/s/ Charles H.N. Kallenbach, Attorney in Fact 04/26/2016
** Signature of Reporting Person Date
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.

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