Sec Form 4 Filing - SUMMIT VENTURES VI-A LP @ FLEETCOR TECHNOLOGIES INC - 2013-09-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SUMMIT VENTURES VI-A LP
2. Issuer Name and Ticker or Trading Symbol
FLEETCOR TECHNOLOGIES INC [ FLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
222 BERKELEY STREET, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2013
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/10/2013 S 2,000,000 ( 1 ) D $ 104.86 4,132,156 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUMMIT VENTURES VI-A LP
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA02116
X
SUMMIT VENTURES VI-B LP
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA02116
X
SUMMIT VI ADVISORS FUND LP
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLORR
BOSTON, MA02116
X
SUMMIT VI ENTREPRENEURS FUND LP
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
SUMMIT INVESTORS VI LP
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
SUMMIT SUBORDINATED DEBT FUND II L P
C/O SUMMIT PARTNERS
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
Summit Partners Private Equity Fund VII-A, L.P.
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA02116
X
Summit Partners Private Equity Fund VII B L P
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA02116
X
Summit Investors I, LLC
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
Summit Investors I (UK), L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
Signatures
Summit Ventures VI-A, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit Ventures VI-B, L.P., by Summit Partners VI (GP), L.P., Its GP, by Summit Partners VI (GP), LLC, Its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit VI Advisors Fund, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit VI Entrepreneurs Fund, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit Investors VI, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit Subordinated Debt Fund II, L.P., by Summit Partners Subordinated Debt II, LLC, its GP, by Stamps, Woodsum & Company IV, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph 09/12/2013
Signature of Reporting Person Date
Summit Partners Private Equity Fund VII-A, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit Partners Private Equity Fund VII-B, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit Investors I, LLC, by Summit Investors Management, LLC, its Manager, by Summit Partners, L.P., its Managing Member, by Summit Master Company, LLC, its general partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member 09/12/2013
Signature of Reporting Person Date
Summit Investors I (UK), L.P., by Summit Investors Management, LLC, its General Partner, by Summit Partners, L.P., its Managing Member, by Summit Master Company, its General Partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member 09/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares sold by the following entities: 1,136,477 shares of common stock sold by Summit Ventures VI-A, L.P., 473,957 shares of common stock sold by Summit Ventures VI-B, L.P., 23,636 shares of common stock sold by Summit VI Advisors Fund, L.P., 36,288 shares of common stock sold by Summit VI Entrepreneurs Fund, L.P., 9,516 shares of common stock sold by Summit Investors VI, L.P., 29,425 shares of common stock sold by Summit Subordinated Debt Fund II, L.P., 180,900 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 108,651 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 1,041 shares of common stock sold by Summit Investors I, LLC and 109 shares of common stock sold by Summit Investors I (UK), L.P.
( 2 )Represents shares held by the following entities: 2,348,053 shares of common stock held by Summit Ventures VI-A, L.P., 979,231 shares of common stock held by Summit Ventures VI-B, L.P., 48,833 shares of common stock held by Summit VI Advisors Fund, L.P., 74,975 shares of common stock held by Summit VI Entrepreneurs Fund, L.P., 19,660 shares of common stock held by Summit Investors VI, L.P., 60,795 shares of common stock held by Summit Subordinated Debt Fund II, L.P., 373,752 shares of common stock held by Summit Partners Private Equity Fund VII-A, L.P., 224,481 shares of common stock held by Summit Partners Private Equity Fund VII-B, L.P., 2,150 shares of common stock held by Summit Investors I, LLC and 226 shares of common stock held by Summit Investors I (UK), L.P.

Remarks:
The entities mentioned in Footnotes 1 and 2 are collectively referred to as the "Summit Entites." Each of the Summit Entities disclaims beneficial ownership of all shares except those specifically listed in the Footnotes as held by such entity, except to the extent of each such entity's pecuniary interest therein.

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