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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1. Name and Address of Reporting Person * GREENHILL CAPITAL PARTNERS, LLC   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 _____ Officer (give title below) __X__ Other (specify below) Sharehldr w/ Bd Representation (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR,  3. Date of Earliest Transaction (Month/Day/Year) 12/05/2007 (Street) NEW YORK, NY 10022 4. If Amendment, Date 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 (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 12/05/2007   S   1,000,000 D $ 31.125 1,688,214 I (1) (2) (3) (4) Through limited partnerships (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation
GCP MANAGING PARTNER, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation
GCP, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation
GREENHILL & CO INC 300 PARK AVENUE 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation
GCP 2000, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation
BOK SCOTT L 300 PARK AVENUE 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation
GREENHILL ROBERT F 300 PARK AVENUE 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation
NIEHAUS ROBERT H 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022				Sharehldr w/ Bd Representation

Signatures

/s/ Ulrika Ekman, Greenhill Capital Partners, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		12/12/2007
**Signature of Reporting Person		Date
/s/ Ulrika Ekman, GCP Managing Partner, L.P., Greenhill Capital Partners, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		12/12/2007
**Signature of Reporting Person		Date
/s/ Ulrika Ekman, GCP, L.P., By: GCP 2000, LLC, its general partner, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		12/12/2007
**Signature of Reporting Person		Date
/s/ Ulrika Ekman, GCP 2000, LLC, By: Ulrika Ekman, Secretary, /s/ Ulrika Ekman		12/12/2007
**Signature of Reporting Person		Date
/s/ Ulrika Ekman, Greenhill & Co., Inc., By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman		12/12/2007
**Signature of Reporting Person		Date
/s/ Robert F. Greenhill, Robert F. Greenhill		12/12/2007
**Signature of Reporting Person		Date
/s/ Scott L. Bok, Scott L. Bok		12/12/2007
**Signature of Reporting Person		Date
/s/ Robert H. Niehaus, Robert H. Niehaus		12/12/2007
**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)	This Form 4 is being filed by more than one reporting person.
(2)	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 612,326 shares of Common Stock and is now the record owner of 1,033,702 shares of Common Stock, Greenhill Capital Partners (Executives), L.P., which sold 98,833 shares of Common Stock and is now the record owner of 166,869 shares of Common Stock, Greenhill Capital, L.P., which sold 186,791 shares of Common Stock and is now the record owner of 315,286 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., which sold 102,050 shares of Common Stock and is now the record owner of 172,357 shares of Common Stock.
(3)	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.
(4)	Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein.

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