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 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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(Print or Type Responses)

1. Name and Address of Reporting Person * RAYMOND GEORGE F   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/11/2005 (Street) PRINCETON, NJ 08542 4. If Amendment, Date Original Filed(Month/Day/Year) 04/22/2010 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 (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 08/11/2005   P   900 A $ 23.35 6,900 D   Common Stock, par value $0.001 per share 06/02/2008   J(1)   718 A (1) 7,618 D   Common Stock, par value $0.001 per share 08/03/2012   M   5,000 A $ 18 12,618 D   Common Stock, par value $0.001 per share 08/03/2012   M   3,750 A $ 8.88 16,368 D   Common Stock, par value $0.001 per share 08/03/2012   M   5,000 A $ 12.16 21,368 D   Common Stock, par value $0.001 per share 08/03/2012   S   13,750 D $ 31.0252 (2) 7,618 D   Common Stock, par value $0.001 per share 08/06/2012   S   900 D $ 31.1605 6,718 D   Common Stock, par value $0.001 per share 08/06/2012   S   6,718 D $ 31.1023 0 D

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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 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

Stock Option (right to buy)

$ 8.88

05/11/2009

A

5,000

(3)

05/11/2014

Common Stock

5,000

$ 0

5,000

D

Stock Option (right to buy)

$ 18

08/03/2012

M

5,000

11/05/2008

11/05/2013

Common Stock

5,000

$ 18

0

D

Stock Option (right to buy)

$ 8.88

08/03/2012

M

3,750

(3)

05/11/2014

Common Stock

3,750

$ 8.88

1,250

D

Stock Option (right to buy)

$ 12.16

08/03/2012

M

5,000

11/06/2009

11/06/2014

Common Stock

5,000

$ 12.16

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAYMOND GEORGE F C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON, NJ 08542	X

Signatures

/s/ George F. Raymond		08/23/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	These shares of Common Stock of Heartland Payment Systems, Inc. (the "Issuer") were received in connection with a pro rata distribution of shares by Greenhill Capital, L.P. and its affiliated entities to its limited partners and general partners.
(2)	This price is the weighted average price of the 13,750 shares sold. The prices actually paid for the shares of the Common Stock of the Issuer sold ranged from $30.90 to $31.22. The reporting person will provide to the Issuer, any security holder of the Issuer or the SEC Staff, upon request, information regarding the number of shares sold at each price within the range of prices actually paid.
(3)	The stock options granted on May 11, 2009 and disclosed in the Form 4 filed on April 22, 2010 vest in four equal annual installments beginning on the first anniversary of the date of grant. As of the date of this filing, 3,750 of the options have vested and 1,250 of the options remain unvested.

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