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 *
GILBERT DAVID L
   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)
President - Hospitality Group
(Last)
(First)
(Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET		 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   37,275 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   A   16,815     (3) 12/06/2023 Common Stock 16,815 $ 0 16,815 D  
Restricted Stock Units (2) 04/22/2016   D     16,815   (3) 12/06/2023 Common Stock 16,815 (4) 0 D  
Restricted Stock Units (2) 04/22/2016   A   6,724     (5) 12/06/2023 Common Stock 6,724 $ 0 6,724 D  
Restricted Stock Units (2) 04/22/2016   D     6,724   (5) 12/06/2023 Common Stock 6,724 (6) 0 D  
Restricted Stock Units (2) 04/22/2016   A   6,950     (7) 12/06/2023 Common Stock 6,950 $ 0 6,950 D  
Restricted Stock Units (2) 04/22/2016   D     6,950   (7) 12/06/2023 Common Stock 6,950 (8) 0 D  
Restricted Stock Units (2) 04/22/2016   D     841   (9) 12/06/2023 Common Stock 841 (10) 0 D  
Restricted Stock Units (2) 04/22/2016   A   11,028     (11) 12/19/2024 Common Stock 11,028 $ 0 11,028 D  
Restricted Stock Units (2) 04/22/2016   D     11,028   (11) 12/19/2024 Common Stock 11,028 (12) 0 D  
Restricted Stock Units (2) 04/22/2016   A   9,734     (13) 12/19/2024 Common Stock 9,734 $ 0 9,734 D  
Restricted Stock Units (2) 04/22/2016   D     9,734   (13) 12/19/2024 Common Stock 9,734 (14) 0 D  
Restricted Stock Units (2) 04/22/2016   D     1,103   (15) 12/19/2019 Common Stock 1,103 (16) 0 D  
Restricted Stock Units (2) 04/22/2016   D     2,711   (17) 12/11/2025 Common Stock 2,711 (18) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GILBERT DAVID L
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON, NJ 08542		       President - Hospitality Group  

Signatures

 /s/ David Gilbert   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) On December 6, 2013, the reporting person was granted a target of an aggregate of 6,726 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 16,815 performance restricted share units.
(4) These restricted stock units were cancelled in the merger in exchange for 11,244 shares of Global Payments common stock and a cash payment of $859,917.65.
(5) On December 6, 2013, the reporting person was granted a target of an aggregate of 3,362 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 6,724 performance restricted share units.
(6) These restricted stock units were cancelled in the merger in exchange for 4,496 shares of Global Payments common stock and a cash payment of $358,280.42.
(7) On December 6, 2013, the reporting person was granted a target of an aggregate of 3,475 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 6,950 performance restricted share units.
(8) These restricted stock units were cancelled in the merger in exchange for 4,647 shares of Global Payments common stock and a cash payment of $370,331.27.
(9) The restricted stock units vest in four equal annual installments beginning December 6, 2014. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
(10) 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 562 shares of Global Payments common stock and a cash payment of $44,837.06.
(11) On December 19, 2014, the reporting person was granted a target of an aggregate of 4,411 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 11,028 performance restricted share units.
(12) These restricted stock units were cancelled in the merger in exchange for 7,374 shares of Global Payments common stock and a cash payment of $587,603.97.
(13) On December 6, 2013, the reporting person was granted a target of an aggregate of 4,867 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 9,734 performance restricted share units.
(14) These restricted stock units were cancelled in the merger in exchange for 6,509 shares of Global Payments common stock and a cash payment of $518,637.06.
(15) 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.
(16) 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 737 shares of Global Payments common stock and a cash payment of $58,811.54.
(17) The restricted stock units vest in four equal annual installments beginning December 11, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
(18) 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 1,812 shares of Global Payments common stock and a cash payment of $144,506.23.

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