FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Lawler Michael A 2. Date of Event Requiring Statement (Month/Day/Year) 06/18/2012 3. Issuer Name and Ticker or Trading Symbol HEARTLAND PAYMENT SYSTEMS INC [HPY] (Last) (First) (Middle) C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President - Strategic Markets 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PRINCETON, NJ 08542 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	  (1)	11/06/2014	Common Stock	12,500	$ 12.16	D	Â
Stock Option (right to buy)	  (2)	07/22/2015	Common Stock	7,500	$ 15.22	D	Â
Restricted Stock Units	  (3)	  (3)	Common Stock	12,500	$ (4)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lawler Michael A C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON, NJ 08542	Â	Â	  President - Strategic Markets	Â

Signatures

/s/ Michael A. Lawler		06/27/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	25,000 options were granted on November 6, 2009, vesting over a four year period. As of the date of this filing, 12,500 options have vested, and were exercised and sold. 6,250 options vest and become exercisable on November 6, 2012 and the remaining 6,250 options vest and become exercisable on November 6, 2013.
(2)	10,000 options were granted on July 22, 2010, vesting over a four year period. As of the date of this filing, 2,500 options have vested, and were exercised and sold. 2,500 options vest and become exercisable on July 22, 2012, 2,500 options vest and become exercisable on July 22, 2013 and the remaining 2,500 options vest and become exercisable on July 22, 2014.
(3)	The restricted stock units vest in four equal annual installments beginning May 12, 2013. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
(4)	Each restricted stock unit represents a contingent right to receive one share of Heartland Payment Systems, Inc.'s Common Stock.

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