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 *
BALDWIN ROBERT H B JR
   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
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman
(Last)
(First)
(Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET		 3. Date of Earliest Transaction (Month/Day/Year)
09/04/2014
(Street)

PRINCETON, NJ 08542		 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 09/04/2014   M   17,500 A $ 15.22 557,984 D (1)  
Common Stock, par value $0.001 per share 09/04/2014   S   17,500 D $ 48.05 (2) 540,484 D (1)  
Common Stock, par value $0.001 per share 09/05/2014   M   7,500 A $ 15.22 547,984 D (1)  
Common Stock, par value $0.001 per share 09/05/2014   S   7,500 D $ 48.5 540,484 D (1)  
Common Stock, par value $0.001 per share 09/08/2014   M   1,908 A $ 15.22 542,392 D (1)  
Common Stock, par value $0.001 per share 09/08/2014   S   1,908 D $ 49.02 (3) 540,484 D (1)  

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
Common Stock $ 15.22 09/04/2014   M     17,500   (4) 07/22/2015 Stock Option (right to buy) 17,500 $ 15.22 107,500 D  
Common Stock $ 15.22 09/05/2014   M     7,500   (4) 07/22/2015 Stock Option (right to buy) 7,500 $ 15.22 100,000 D  
Common Stock $ 15.22 09/08/2014   M     1,908   (4) 07/22/2015 Stock Option (right to buy) 1,908 $ 15.22 98,092 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BALDWIN ROBERT H B JR
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON, NJ 08542		       Vice Chairman  

Signatures

 /s/ Robert H.B. Baldwin, Jr.   09/08/2014
**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) The Reporting Person is the direct beneficial owner of 540,484 shares of common stock of Heartland Payment Systems, Inc. (the "Issuer"), and 0 shares of common stock of the Issuer held in the Issuer's 401(k) plan. The Reporting Person is no longer the indirect beneficial owner of 60,883 shares of common stock of the Issuer which were held by the Margaret J. Sieck and Whitney H. Baldwin as Trustees for an Indenture created June 30, 2004 as any potential pecuniary interest has ended. The Reporting Person is also the indirect beneficial owner of 30,442 shares of the Issuer held by the Robert H.B Baldwin, Jr. Trust U/A/D June 30, 2004 (the "Trust"). The Reporting Person disclaims beneficial ownership of the securities held in the Trust, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(2) This price is the weighted average price of the 17,500 shares sold. The prices actually paid for the shares of the Common Stock of Heartland Payment Systems, Inc. (the "Issuer") sold ranged from $48.05 to $48.47. 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) This price is the weighted average price of the 1,908 shares sold. The prices actually paid for the shares of the Common Stock of Heartland Payment Systems, Inc. (the "Issuer") sold ranged from $49.00 to $49.04. 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.
(4) The option vested in four equal annual installments beginning on July 22, 2011.

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