Sec Form 4 Filing - LIFSHATZ STEPHEN J @ Fleetmatics Group plc - 2014-01-14

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
LIFSHATZ STEPHEN J
2. Issuer Name and Ticker or Trading Symbol
Fleetmatics Group plc [ FLTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O FLEETMATICS, 1100 WINTER STREET, 4TH FL
3. Date of Earliest Transaction (MM/DD/YY)
01/14/2014
(Street)
WALTHAM, MA02451
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
Ordinary shares 01/14/2014 M 7,500 A $ 3.075 7,501 D
Ordinary shares 01/14/2014 S 7,500 ( 1 ) D $ 40.8989 ( 2 ) 1 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
Stock Option (right to buy) $ 3.075 01/14/2014 M 7,500 12/28/2011( 3 ) 12/28/2017 Ordinary shares 7,500 $ 0 163,431 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIFSHATZ STEPHEN J
C/O FLEETMATICS
1100 WINTER STREET, 4TH FL
WALTHAM, MA02451
Chief Financial Officer
Signatures
/s/ Victoria Masotta 01/16/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported in this Form 4 was made pursuant to a written trading plan adopted by the Reporting Person in accordance with Rule 10b5-1.
( 2 )This price represents the weighted average of sales ranging from $40.580 to $41.500. The Reporting Person will provide, upon request by the SEC, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3 )This option was granted on December 28, 2010 and vests over four years with 25% vesting on December 28, 2011 and the remainder vesting in 12 equal quarterly installments thereafter.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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