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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CARR ROBERT O 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board and CEO
(Last)          (First)          (Middle)

C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/6/2015
(Street)

PRINCETON, NJ 08542
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/18/2015     G (1)    33925   D $0   267276   D   (2)  
Common Stock, par value $0.001 per share   12/6/2015     M    10101   A $0   277377   D   (2)  
Common Stock, par value $0.001 per share   12/6/2015     F    4894   D $0   272483   D   (2)  
Common Stock, par value $0.001 per share   12/10/2015     M    8046   A $0   280529   D   (2)  
Common Stock, par value $0.001 per share   12/10/2015     F    3902   D $0   276627   D   (2)  
Common Stock, par value $0.001 per share   12/10/2015     A    64997   (3) A $0   341624   D   (2)  
Common Stock, par value $0.001 per share   12/10/2015     F    31492   D $0   310132   D   (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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 Unit   (4)   (5) 12/6/2015     M         10101      (6) 12/6/2023   (6) Common Stock   10101.0   $0   20202   D    
Restricted Stock Units   (4)   (5) 12/10/2015     M         8046      (7) 12/10/2017   (7) Common Stock   8046.0   $0   8045   D    
Restricted Stock Units   (4)   (5) 12/11/2015     A      24102         (8)   (8) Common Stock   24102.0   $0   24102   D    

Explanation of Responses:
( 1)  This transaction involved a gift of securities by the reporting person to The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr. The reporting person disclaims beneficial ownership of the shares held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr, and this report should not be deemed an admission that the reporting person is the beneficial owner of The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr's shares for purposes of Section 16 or for any other purpose.
( 2)  The reporting person's indirect beneficial ownership consists of 150,412 shares of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr. The reporting person disclaims beneficial ownership of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr. This report shall not be deemed an admission that the reporting person is the beneficial owner of the shares of the Issuer's common stock for purposes of Section 16 or for any other purpose.
( 3)  The shares of common stock were acquired upon the vesting of relative total shareholder return performance share units granted in December 2012.
( 4)  Each vested restricted stock unit was the economic equivalent of one share of the Issuer's common stock. The reporting person settled the vested restricted stock units for shares of the Issuer's common stock.
( 5)  Each restricted stock unit represents a contingent right to receive one share of the common stock of the Issuer.
( 6)  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.
( 7)  The restricted stock units vest in four equal annual installments beginning December 10, 2013. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
( 8)  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 unit.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CARR ROBERT O
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON, NJ 08542 		X
Chairman of the Board and CEO

Signatures
/s/ Charles H.N. Kallenbach, attorney-in-fact 12/15/2015
** 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 control number.
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