formsc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)

HEARTLAND PAYMENT SYSTEMS, INC.
 
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)

42235N108
(CUSIP Number)
 
December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
¨
Rule 13d-1(b)

 
T
Rule 13d-1(c)

 
¨
Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
(Page 1 of 10 Pages)
 

 
1.
names of Reporting Persons
 
The D3 Family Fund, L.P.
 
  
2.
check the appropriate box if a member of a group
 
(a) T
(b) ¨
3.
sec use only
 
  
4.
citizenship or place of organization
 
Washington
 
  
 
 
NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
441,620 common shares (1.2%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
441,620
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 441,620; for all reporting persons as a group,  2,862,267 shares
 
  
10.
check box if the aggregate amount in row (9) excludes certain shares
 
¨
11.
percent of class represented by amount in row (9)
 
7.5%
12.
type of Reporting Person
 
PN

 
(Page 2 of 10 Pages)
 
 
 
1.
names of Reporting Persons
 
The D3 Family Bulldog Fund, L.P.
 
  
2.
check the appropriate box if a member of a group
 
(a) T
(b) ¨
3.
sec use only
 
  
4.
citizenship or place of organization
 
Washington
 
  
 
 
NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
1,810,100 common shares (4.7%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
1,810,100
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 1,810,100; for all reporting persons as a group,  2,862,267 shares
 
  
10.
check box if the aggregate amount in row (9) excludes certain shares
 
¨
11.
percent of class represented by amount in row (9)
 
7.5%
12.
type of Reporting Person
 
PN

 
(Page 3 of 10 Pages)
 
 
 
1.
names of Reporting Persons
 
The D3 Family Canadian Fund, L.P.
 
  
2.
check the appropriate box if a member of a group
 
(a) T
(b) ¨
3.
sec use only
 
  
4.
citizenship or place of organization
 
Washington
 
  
 
 
NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
200,745 common shares (0.5%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
200,745
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 200,745; for all reporting persons as a group,  2,862,267 shares
 
  
10.
check box if the aggregate amount in row (9) excludes certain shares
 
¨
11.
percent of class represented by amount in row (9)
 
7.5%
12.
type of Reporting Person
 
PN

 
(Page 4 of 10 Pages)
 

 
1.
names of Reporting Persons
 
The DIII Offshore Fund, L.P.
 
  
2.
check the appropriate box if a member of a group
 
(a) T
(b) ¨
3.
sec use only
 
  
4.
citizenship or place of organization
 
Bahamas
 
  
 
 
NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
409,802 common shares (1.1%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
409,802
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 409,802; for all reporting persons as a group,  2,862,267 shares
 
  
10.
check box if the aggregate amount in row (9) excludes certain shares
 
¨
11.
percent of class represented by amount in row (9)
 
7.5%
12.
type of Reporting Person
 
PN

 
(Page 5 of 10 Pages)
 

 
1.
names of Reporting Persons
 
Nierenberg Investment Management Company, Inc.
 
  
2.
check the appropriate box if a member of a group
 
(a) T
(b) ¨
3.
sec use only
 
  
4.
citizenship or place of organization
 
Washington
 
  
 
 
NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
2,862,267 common shares (7.5%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
2,862,267
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 2,862,267; for all reporting persons as a group,  2,862,267 shares
 
  
10.
check box if the aggregate amount in row (9) excludes certain shares
 
¨
11.
percent of class represented by amount in row (9)
 
7.5%
12.
type of Reporting Person
 
CO

 
(Page 6 of 10 Pages)
 

 
1.
names of Reporting Persons
 
Nierenberg Investment Management Offshore, Inc.
 
  
2.
check the appropriate box if a member of a group
 
(a) T
(b) ¨
3.
sec use only
 
  
4.
citizenship or place of organization
 
Bahamas
 
  
 
 
NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
409,802 common shares (1.1%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
409,802
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 409,802; for all reporting persons as a group,  2,862,267 shares
 
  
10.
check box if the aggregate amount in row (9) excludes certain shares
 
¨
11.
percent of class represented by amount in row (9)
 
7.5%
12.
type of Reporting Person
 
CO

 
(Page 7 of 10 Pages)
 

 
1.
names of Reporting Persons
 
David Nierenberg
 
  
2.
check the appropriate box if a member of a group
 
(a) T
(b) ¨
3.
sec use only
 
  
4.
citizenship or place of organization
 
United Stated of America
 
  
 
 
NUMBER OF
5.
sole voting power
0
SHARES
BENEFICIALLY
OWNED BY
6.
shared voting power
2,862,267 common shares (7.5%)
EACH
REPORTING
PERSON
7.
sole dispositive power
0
WITH
 
 
8.
shared dispositive power
2,862,267
9.
aggregate amount beneficially owned by each reporting person
For the reporting person listed on this page, 2,862,267; for all reporting persons as a group,  2,862,267 shares
 
  
10.
check box if the aggregate amount in row (9) excludes certain shares
 
¨
11.
percent of class represented by amount in row (9)
 
7.5%
12.
type of Reporting Person
 
IN

 
(Page 8 of 10 Pages)
 

This Amendment No.2 to Schedule 13G amends the below-identified Item of the Schedule 13G previously filed on February 12, 2010.

Item 4.
Ownership.

The Reporting Persons, in the aggregate, beneficially own 2,862,267 Shares, constituting approximately 7.5% of the outstanding Shares.

Item 10.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
(Page 9 of 10 Pages)
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

   
D3 Family Fund, L.P., D3 Family Bulldog
   
Fund, L.P., and D3 Family Canadian Fund, L.P.
         
   
By:
Nierenberg Investment Management
     
Company, Inc.
         
   
Its:
General Partner
         
February 10, 2011
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
   
DIII Offshore Fund, L.P.
         
   
By:
Nierenberg Investment Management
     
Offshore, Inc.
         
   
Its:
General Partner
         
February 10, 2011
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
   
Nierenberg Investment Management
     
Company, Inc.
         
February 10, 2011
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
   
Nierenberg Investment Management
     
Offshore, Inc.
         
February 10, 2011
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
February 10, 2011
  
/s/ David Nierenberg
  
     
David Nierenberg
 
 
(Page 10 of 10 Pages)