X0304 4 2012-02-08 0 0001144354 HEARTLAND PAYMENT SYSTEMS INC HPY 0001331595 CARR ROBERT O C/O HEARTLAND PAYMENT SYSTEMS, INC. 90 NASSAU STREET PRINCETON 08542 1 1 0 0 Chairman of the Board and CEO Common Stock, par value $0.001 per share 2012-02-08 4 S 0 3318 24.73 D 128395 I The Robert O. Carr 2000 Irrevocable Trust for Emily Carr The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2011. The reporting person disclaims beneficial ownership of Heartland Payment Systems, Inc.'s (the "Issuer") common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr. This report shall not be deemed an admission that the reporting person is the beneficial owner of the shares of the Issuer's common stock for purposes of Section 16 or for any other purpose. /s/ Charles H.N. Kallenbach, attorney-in-fact 2012-02-10