Edgar Filing: HEARTLAND PAYMENT SYSTEMS INC

Ownership Submission

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 ^*

LLR Capital LP

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)	_____ Other (specify below)

(Last)

(First)

(Middle)

TWO GREENVILLE CROSSING, 4005 KENNETT PIKE SUITE 220

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2006

(Street)

GREENVILLE, DE 19807

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock; par value $0.001 per share	02/22/2006		X⁽¹⁾		595,786	D	$ 7.143	4,133,509	I	By LLR Equity Partners, L.P. ⁽²⁾
Common Stock; par value $0.001 per share	02/22/2006		X⁽¹⁾		60,464	D	$ 7.143	419,491	I	By LLR Equity Partners Parallel, L.P. ⁽²⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Sell

$ 7.143

02/22/2006

X⁽¹⁾

595,786

08/01/2003

07/31/2006

Common Stock

595,786

$ 0

By LLR Equity Partners, L.P. ⁽²⁾

Option to Sell

$ 7.143

02/22/2006

X⁽¹⁾

60,464

08/01/2003

07/31/2006

Common Stock

60,464

$ 0

By LLR Equity Partners Parallel, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LLR Capital LP TWO GREENVILLE CROSSING 4005 KENNETT PIKE SUITE 220 GREENVILLE, DE 19807		X

Signatures

LLR Capital, L.P., By: /s/ Mitchell L. Hollin, Mitchell L. Hollin		02/23/2006
^**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)	Disposition of shares to Robert O. Carr, Chief Executive Officer of the Issuer, pursuant to Mr. Carr's exercise in full of an option to purchase an aggregate of 656,250 shares of Issuer common stock ("Common Stock") from LLR Equity Partners, L.P. and LLR Equity Partners Parallel, L.P. at an exercise price of $7.143 per share, which option was granted to Mr. Carr by LLR Equity Partners, L.P. and LLR Equity Partners Parallel, L.P. on July 31, 2003.
(2)	LLR Capital, L.P. is the General Partner of LLR Equity Partners, L.P. and LLR Equity Partners Parallel, L.P.

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