SEC Form 4 · accession 0001144354-15-000002
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert H B Baldwin Jr.
Officer — Vice Chairman
Period of report
Jan 8, 2015
Accepted (ET)
Jan 12, 2015 · 5:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001144354
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | Jan 8, 2015 | M | 20,000 | $15.22 | A | 541,390 | D | |
| Common Stock, par value $0.001 per shareF3,F1 | Jan 8, 2015 | S | 6,578 | $53.99 | D | 534,812 | D | |
| Common Stock, par value $0.001 per shareF4,F1 | Jan 8, 2015 | S | 13,422 | $54.57 | D | 521,390 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF5 | $15.22 | Jan 8, 2015 | M | 20,000 | D | — | Jul 22, 2015 | Stock Option (right to buy) | 20,000 | 18,092 | D |
Explanation of responses
- F1The Reporting Person is 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.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2014.
- F3This price is the weighted average price of the 6,578 shares sold. The prices actually paid for the shares of the Common Stock of Heartland Payment Systems, Inc. (the "Issuer") sold ranged from $53.27 to $54.26. 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.
- F4This price is the weighted average price of the 13,422 shares sold. The prices actually paid for the shares of the Common Stock of the Issuer sold ranged from $54.27 to $55.27. 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.
- F5The option vested in four equal annual installments beginning on July 22, 2011.