SEC Form 4 · accession 0001144354-15-000053
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert H Niehaus
Director
Period of report
May 6, 2015
Accepted (ET)
May 8, 2015 · 9:14 pm EDT
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 | May 6, 2015 | M | 1,897 | $0.00 | A | 102,722 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | $0.00 | May 6, 2015 | M | 1,897 | D | — | — | Common Stock | 1,897 | 0 | D |
| Restricted Stock UnitF2,F4 | — | May 6, 2015 | A | 1,435 | A | — | — | Common Stock | 1,435 | 1,435 | D |
Explanation of responses
- F1Mr. Niehaus is the direct beneficial owner of 174,215 shares of common stock of Heartland Payment Systems, Inc. (the "Issuer") and has options to purchase 27,916 shares of the Issuer's common stock. Mr. Niehaus is also the indirect beneficial owner of 3,000 shares held by The John Robert Niehaus 1994 Trust, 3,000 shares held by The Peter Southworth Niehaus 1994 Trust and 3,000 shares held by The Ann Southworth Niehaus 1994 Trust. The beneficiary of such trusts are Mr. Niehaus's minor child. Mr. Niehaus disclaims beneficial ownership of the shares held by such trusts, 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.
- F2Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F3The restricted stock units vest upon the earlier of: (i) May 6, 2015 and (ii) the first business day preceding the date of the Issuer's 2015 annual meeting of stockholders, so long as the reporting person remains in Continuous Service (as such term is defined in the Issuer's 2008 Equity Incentive Plan, as amended and restated).
- F4The restricted stock units vest upon the earlier of: (i) May 8, 2016 and (ii) the first business day preceding the date of the Issuer's 2016 annual meeting of stockholders, so long as the reporting person remains in Continuous Service (as such term is defined in the Issuer's Second Amended and Restated 2008 Equity Incentive Plan).