SEC Form 4 · accession 0001144354-15-000094
HEARTLAND PAYMENT SYSTEMS INC · HPY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert O Carr
Officer — Chairman of the Board and CEO · Director
Period of report
Dec 6, 2015
Accepted (ET)
Dec 15, 2015 · 3:02 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 shareF2 | Nov 18, 2015 | G | 33,925 | $0.00 | D | 267,276 | D | |
| Common Stock, par value $0.001 per shareF2 | Dec 6, 2015 | M | 10,101 | $0.00 | A | 277,377 | D | |
| Common Stock, par value $0.001 per shareF2 | Dec 6, 2015 | F | 4,894 | $0.00 | D | 272,483 | D | |
| Common Stock, par value $0.001 per shareF2 | Dec 10, 2015 | M | 8,046 | $0.00 | A | 280,529 | D | |
| Common Stock, par value $0.001 per shareF2 | Dec 10, 2015 | F | 3,902 | $0.00 | D | 276,627 | D | |
| Common Stock, par value $0.001 per shareF3,F2 | Dec 10, 2015 | A | 64,997 | $0.00 | A | 341,624 | D | |
| Common Stock, par value $0.001 per shareF2 | Dec 10, 2015 | F | 31,492 | $0.00 | D | 310,132 | 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 UnitF4,F5,F6 | — | Dec 6, 2015 | M | 10,101 | D | — | Dec 6, 2023 | Common Stock | 10,101 | 20,202 | D |
| Restricted Stock UnitsF4,F5,F7 | — | Dec 10, 2015 | M | 8,046 | D | — | Dec 10, 2017 | Common Stock | 8,046 | 8,045 | D |
| Restricted Stock UnitsF4,F5,F8 | — | Dec 11, 2015 | A | 24,102 | A | — | — | Common Stock | 24,102 | 24,102 | D |
Explanation of responses
- F1This transaction involved a gift of securities by the reporting person to The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr. The reporting person disclaims beneficial ownership of the shares held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr, and this report should not be deemed an admission that the reporting person is the beneficial owner of The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr's shares for purposes of Section 16 or for any other purpose.
- F2The reporting person's indirect beneficial ownership consists of 150,412 shares of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee Carr. The reporting person disclaims beneficial ownership of the Issuer's common stock held by The Robert O. Carr 2000 Irrevocable Trust for Emmalee 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.
- F3The shares of common stock were acquired upon the vesting of relative total shareholder return performance share units granted in December 2012.
- F4Each vested restricted stock unit was the economic equivalent of one share of the Issuer's common stock. The reporting person settled the vested restricted stock units for shares of the Issuer's common stock.
- F5Each restricted stock unit represents a contingent right to receive one share of the common stock of the Issuer.
- F6The 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.
- F7The restricted stock units vest in four equal annual installments beginning December 10, 2013. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock units.
- F8The restricted stock units vest in four equal annual installments beginning December 11, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.