Edgar Filing: BOK SCOTT L

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

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)
Shareholder w/ Board Represent

(Last)

(First)

(Middle)

300 PARK AVENUE, 23RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2008

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock; par value $0.001 per share	06/02/2008		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		1,688,214	D	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾	63,526 ⁽⁵⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾	Through limited partnerships ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾
Common Stock; par value $0.001 per share	06/17/2008		S⁽⁶⁾		63,526	D	$ 26.99	0	I ⁽¹⁾ ⁽⁵⁾ ⁽⁷⁾	I ⁽¹⁾ ⁽⁵⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

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

Signatures

/s/ Jodi B. Ganz, Greenhill Capital Partners, LLC, By: Jodi B. Ganz, Secretary		06/18/2008
^**Signature of Reporting Person		Date
/s/ Jodi B. Ganz, GCP Managing Partner, L.P., By: Greenhill Capital Partners, LLC, its general partner		06/18/2008
^**Signature of Reporting Person		Date
/s/ Jodi B. Ganz, GCP, L.P. , By: GCP 2000, LLC, its general partner, By: Jodi B. Ganz, Secretary		06/18/2008
^**Signature of Reporting Person		Date
/s/ Jodi B. Ganz, GCP 2000, LLC, By: Jodi B. Ganz, Secretary		06/18/2008
^**Signature of Reporting Person		Date
/s/ Jodi B. Ganz, Greenhill & Co., Inc., By: Jodi B. Ganz, Acting General Counsel and Secretary		06/18/2008
^**Signature of Reporting Person		Date
/s/ Robert F. Greenhill, Robert F. Greenhill		06/18/2008
^**Signature of Reporting Person		Date
/s/ Scott L. Bok, Scott L. Bok		06/18/2008
^**Signature of Reporting Person		Date
/s/ Robert H. Niehaus, Robert H. Niehaus		06/18/2008
^**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 (the "General Partners") of Greenhill Capital Partners, L.P. (the "Main Fund"), which distributed 1,033,702 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution, Greenhill Capital Partners (Executives), L.P. (the "Executives Fund"), which distributed 166,869 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution,
(3)	Greenhill Capital, L.P. (the "Employee Fund"), which distributed 315,286 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution, and Greenhill Capital Partners (Cayman), L.P., which distributed 172,357 shares of Common Stock on a pro-rata basis to its limited partners and is now the record owner of zero shares of Common Stock following the distribution.
(4)	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. Mr. Niehaus is also a member of the Board of Directors of the Issuer.
(5)	In connection with the pro rata distributions by the Main Fund, the Executives Fund, the Employee Fund and the General Partners, Greenhill Capital Partners, LLC became the direct holder of 63,526 shares of Common Stock.
(6)	On June 17, 2008, Greenhill Capital Partners, LLC sold all of its remaining shares of Common Stock.
(7)	Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.