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 *
Zabaneh Samir Michael
   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)
Chief Financial Officer
(Last)
(First)
(Middle)
90 NASSAU STREET, 2ND FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
04/22/2016
(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 04/22/2016   D   10,211 D (1) 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
Restricted Stock Units (2) 04/22/2016   D     12,804   (3) 12/19/2024 Common Stock 12,804 (4) 0 D  
Restricted Stock Units (2) 04/22/2016   A   16,543     (5) 12/19/2024 Common Stock 16,543 $ 0 16,543 D  
Restricted Stock Units (2) 04/22/2016   D     16,543   (5) 12/19/2024 Common Stock 16,543 (6) 0 D  
Restricted Stock Units (2) 04/22/2016   A   14,602     (7) 12/19/2024 Common Stock 14,602 $ 0 14,602 D  
Restricted Stock Units (2) 04/22/2016   D     14,602   (7) 12/19/2024 Common Stock 14,602 (8) 0 D  
Restricted Stock Units (2) 04/22/2016   D     1,654   (9) 12/19/2019 Common Stock 1,654 (10) 0 D  
Restricted Stock Units (2) 04/22/2016   A   6,026     (11) 12/11/2025 Common Stock 6,026 $ 0 6,026 D  
Restricted Stock Units (2) 04/22/2016   D     6,026   (11) 12/11/2025 Common Stock 6,026 (12) 0 D  
Restricted Stock Units (2) 04/22/2016   D     4,519   (13) 12/11/2025 Common Stock 4,519 (14) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zabaneh Samir Michael
90 NASSAU STREET
2ND FLOOR
PRINCETON, NJ 08542		       Chief Financial Officer  

Signatures

 /s/ Charles H.N. Kallenbach, Attorney in Fact   04/26/2016
**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) In connection with the acquisition (the "Merger") of Heartland Payments Systems, Inc. ("Heartland") by Global Payments Inc. ("Global Payments"), pursuant to the Agreement and Plan of Merger, dated as of December 15, 2015, by and among Heartland, Global Payments, Data Merger Sub One, Inc. and Data Merger Sub Two, LLC, on April 22, 2016, the Reporting Person received $53.28 in cash and 0.6687 of a share of Global Payments common stock for each share of Heartland common stock owned by the Reporting Person.
(2) Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
(3) The restricted stock units vest in four equal annual installments beginning April 7, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
(4) These restricted stock units, which provided for vesting in four equal installments beginning on April 7, 2015, were cancelled in the Merger in exchange for 8,562 shares of Global Payments common stock and a cash payment of $682,199.76.
(5) On December 19, 2014, the reporting person was granted a target of an aggregate of 6,617 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 16,543 performance restricted share units.
(6) These restricted stock units were cancelled in the merger in exchange for 11,062 shares of Global Payments common stock and a cash payment of $881,434.11.
(7) On December 19, 2014, the reporting person was granted a target of an aggregate of 7,301 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 14,602 performance restricted share units.
(8) These restricted stock units were cancelled in the merger in exchange for 9,764 shares of Global Payments common stock and a cash payment of $778,021.67.
(9) The restricted stock units vest in four equal annual installments beginning December 19, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
(10) These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2015, were cancelled in the Merger in exchange for 1,106 shares of Global Payments common stock and a cash payment of $88,127.38.
(11) On December 11, 2015, the reporting person was granted a target of an aggregate of 6,026 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 6,026 performance restricted share units.
(12) These restricted stock units were cancelled in the merger in exchange for 4,029 shares of Global Payments common stock and a cash payment of $321,109.75.
(13) The restricted stock units vest in four equal annual installments beginning December 11, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
(14) These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2016, were cancelled in the Merger in exchange for 3,021 shares of Global Payments common stock and a cash payment of $240,837.20.

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