Sec Form 4 Filing - Carroll John R @ FLEETCOR TECHNOLOGIES INC - 2013-09-10

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 Carroll John R 2. Issuer Name and Ticker or Trading Symbol FLEETCOR TECHNOLOGIES INC [ FLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SUMMIT PARTNERS, 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) __ X __ Form filed by One Reporting Person _____ 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 ) I See Remarks.

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 Carroll John R C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X Signatures Robin W. Devereux, Power of Attorney for John R. Carroll 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 Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P.; (ii) the managing member of Stamps, Woodsum Co. IV, which is the general partner of Summit Partners SD, LLC, which is the general partner of Summit Subordinated Debt Fund II, L.P. (iii) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (iv) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC, and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a three-person investment committee currently composed of Bruce R. Evans, Martin J. Mannion and Peter Y. Chung, has voting and dispositive authority over the shares held by the Summit Partners Entities, and therefore may beneficially own such shares. Mr. Carroll is a member of the general partner of Summit Partners, L.P. Mr. Carroll, each of the Summit Entities, Mr. Evans, Mr. Mannion and Mr. Chung disclaim beneficial ownership of shares held by the Summit Entities, and this report shall not be deemed an admission that such persons are the beneficial owners of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such person's pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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