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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
42235N108 |
1 | NAMES OF REPORTING PERSONS ROBERT O. CARR |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 6,021,000 (includes an option to purchase 125,000 shares of common stock) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
6,021,000 (includes an option to purchase 125,000 shares of common stock) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,021,000 (includes an option to purchase 125,000 shares of common stock) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
16.0% | |||||
12 | TYPE OF REPORTING PERSON | ||||
IN |
CUSIP No. |
42235N108 |
1 | NAMES OF REPORTING PERSONS JILL A. CARR |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 6,021,000 (includes an option to purchase 125,000 shares of common stock) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
6,021,000 (includes an option to purchase 125,000 shares of common stock) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,021,000 (includes an option to purchase 125,000 shares of common stock) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
16.0% | |||||
12 | TYPE OF REPORTING PERSON | ||||
IN |
CUSIP No. |
42235N108 |
1 | NAMES OF REPORTING PERSONS THE ROBERT O. CARR 2001 CHARITABLE REMAINDER UNITRUST |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
NEW JERSEY | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 400,000 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
400,000 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
400,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.1% | |||||
12 | TYPE OF REPORTING PERSON | ||||
OO |
CUSIP No. |
42235N108 |
1 | NAMES OF REPORTING PERSONS THE ROBERT O. CARR 2000 IRREVOCABLE TRUST FOR EMILY CARR |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
NEW JERSEY | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 443,501 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
443,501 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
443,501 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.2% | |||||
12 | TYPE OF REPORTING PERSON | ||||
OO |
(a) | Name of Issuer: |
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HEARTLAND PAYMENT SYSTEMS, INC. (the Issuer) |
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(b) | Address of Issuers Principal Executive Offices: |
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90 Nassau Street, Princeton, NJ 08542 |
(a) | Name of Person Filing: |
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This statement is filed jointly on behalf of the persons identified below. In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended (the Exchange Act), each person filing this statement acknowledges that it
is responsible for the completeness and accuracy of the information concerning that
person but is not responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate. The persons filing this
Amendment No. 3 to the Schedule 13G (the Schedule 13G) are as follows: |
i. | Robert O. Carr |
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ii. | Jill A. Carr |
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iii. | The Robert O. Carr 2001 Charitable Remainder Unitrust |
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iv. | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr (1) |
(b) | Address of Principal Business Office or, if none, Residence: |
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The address of the principal business office of all filing persons identified in this
Schedule 13G is: |
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c/o Heartland Payment Systems, Inc., 90 Nassau Street, Princeton, NJ 08542,
Attention: Robert O. Carr. |
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(c) | Citizenship: |
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Each of Robert O. Carr and Jill A. Carr is a citizen of the United States. |
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Both of the Trusts are organized under the laws of the State of New Jersey. |
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(d) | Title of Class of Securities: |
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Common stock, $0.001 par value per share (the Common Stock) |
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(e) | CUSIP Number: |
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42235N108 |
(a) | o Broker or dealer registered under Section 15 of the Exchange Act; |
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(b) | o Bank as defined in section 3(a)(6) of the Exchange Act; |
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(c) | o Insurance company as defined in section 3(a)(19) of the Exchange Act; |
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(d) | o Investment company registered under section 8 of the Investment Company Act of
1940; |
1 | Both of the entities named in (iii) and (iv) of Item
2(a) above are referred to herein collectively, as the Trusts. |
(e) | o An investment adviser in accordance with Rule 13-d(1)(b)(1)(ii)(E); |
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(f) | o An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
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(g) | o A parent holding company or control person, in accordance with Rule
13d-1(b)(ii)(G); |
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(h) | o A savings association, as defined in Section 3(b) of the Federal Deposit Insurance
Act; |
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(i) | o A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940; |
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(j) | o Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
(a) | Amount beneficially owned: |
(i) | Robert O. Carr: 6,021,000 (2) |
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(ii) | Jill A. Carr: 6,021,000 (2) |
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(iii) | The Robert O. Carr 2001 Charitable Remainder Unitrust: 400,000 |
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(iv) | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr: 443,501 |
(b) | Percent of class: (3) |
(i) | Robert O. Carr: 16.0% |
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(ii) | Jill A. Carr: 16.0% |
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(iii) | The Robert O. Carr 2001 Charitable Remainder Unitrust: 1.1% |
||
(iv) | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr: 1.2% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote |
1) | Robert O. Carr: 0 |
||
2) | Jill A. Carr: 0 |
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3) | The Robert O. Carr 2001 Charitable Remainder Unitrust: 0 |
||
4) | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr: 0 |
2 | Robert O. Carr and/or Jill A. Carr may be deemed to be
the beneficial owners of: 400,000 shares of the Issuers Common Stock held by
The Robert O. Carr 2001 Charitable Remainder Unitrust and 443,501 shares of the
Issuers Common Stock held by The Robert O. Carr 2000 Irrevocable Trust for
Emily Carr. Robert O. Carr and Jill A. Carr disclaim beneficial ownership of
these securities, and this report shall not be deemed an admission that they
are the beneficial owner of such securities. Robert O. Carrs and Jill A.
Carrs holdings also include an fully vested option to purchase 125,000 shares
of the Issuers Common Stock. |
|
3 | All percentages herein are based on 37,633,875 shares
of the Issuers Common Stock reported to be outstanding as of November 3, 2008,
as reported on Form 10-Q filed with the SEC by the Issuer for the quarter ended
September 30, 2008. |
(ii) | Shared power to vote or to direct the vote |
1) | Robert O. Carr: 6,021,000 |
2) | Jill A. Carr: 6,021,000 |
||
3) | The Robert O. Carr 2001 Charitable Remainder Unitrust: 400,000 |
||
4) | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr: 443,501 |
(iii) | Sole power to dispose or to direct the disposition of |
1) | Robert O. Carr: 0 |
||
2) | Jill A. Carr: 0 |
||
3) | The Robert O. Carr 2001 Charitable Remainder Unitrust: 0 |
||
4) | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr: 0 |
(iv) | Shared power to dispose or to direct the disposition of |
1) | Robert O. Carr: 6,021,000 |
||
2) | Jill A. Carr: 6,021,000 |
||
3) | The Robert O. Carr 2001 Charitable Remainder Unitrust: 400,000 |
||
4) | The Robert O. Carr 2000 Irrevocable Trust for Emily Carr: 443,501 |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company. |
/s/ Robert O. Carr | ||||||
Robert O. Carr | ||||||
/s/ Jill A. Carr | ||||||
Jill A. Carr | ||||||
The Robert O. Carr 2001 Charitable Remainder Unitrust | ||||||
By: | /s/ Frederick A. Nicoll | |||||
Name: | Frederick A. Nicoll | |||||
Title: | Trustee | |||||
The Robert O. Carr 2000 Irrevocable Trust for Emily Carr | ||||||
By: | /s/ Marc J. Ostro | |||||
Name: | Marc J. Ostro | |||||
Title: | Trustee |