Sec Form 4 Filing - SUMMIT PARTNERS L P @ FLEETCOR TECHNOLOGIES INC - 2012-06-07

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 PARTNERS L P 2. Issuer Name and Ticker or Trading Symbol FLEETCOR TECHNOLOGIES INC [ FLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Manager of GP of 10% Owner (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2012 (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 06/07/2012 S 4,000,000 ( 1 ) D $ 36.95 15,040,170 ( 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 SUMMIT PARTNERS L P 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 Manager of GP of 10% Owner SUMMIT PARTNERS VI GP LP 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 GP of 10% Owner SUMMIT PARTNERS VI GP LLC 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 Indirect GP of 10% Owner Summit Partners PE VII, L.P. 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 GP of 10% Owner Summit Partners PE VII, LLC 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 Indirect GP of 10% Owner Summit Investors Management, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 Manager of GP of 10% Owner SUMMIT PARTNERS SD II LLC 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 GP of 10% Owner STAMPS WOODSUM & CO IV 222 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 Indirect GP of 10% Owner MANNION MARTIN J C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 Manager of GP of 10% owner Signatures Summit Partners, L.P., by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 06/11/2012 Signature of Reporting Person Date Summit Partners VI (GP), L.P., by Summit Partners VI (GP), LLC, its General Partner, by Summit Partners L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 06/11/2012 Signature of Reporting Person Date Summit Partners VI (GP), LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 06/11/2012 Signature of Reporting Person Date Summit Partners PE VII, L.P., by Summit Partners PE VII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member 06/11/2012 Signature of Reporting Person Date Summit Partners PE VII, LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Parnter, by Robin W. Devereux, POA for Joseph Trustey, Member 06/11/2012 Signature of Reporting Person Date Summit Investors Management, LLC, by Summit Partners, L.P., its Managing Member, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member 06/11/2012 Signature of Reporting Person Date Summit Partners SD II, LLC, by Stamps, Woodsum & Co. IV, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 06/11/2012 Signature of Reporting Person Date Stamps, Woodsum & Co. IV, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 06/11/2012 Signature of Reporting Person Date Robin W. Devereux, Power of Attorney for Martin J. Mannion 06/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares sold by the following entities: 2,272,956 shares of common stock sold by Summit Ventures VI-A, L.P., 947,914 shares of common stock sold by Summit Ventures VI-B, L.P., 47,271 shares of common stock sold by Summit VI Advisors Fund, L.P., 72,577 shares of common stock sold by Summit VI Entrepreneurs Fund, L.P., 19,032 shares of common stock sold by Summit Investors VI, L.P., 58,850 shares of common stock sold by Summit Subordinated Debt Fund II, L.P., 361,798 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 217,302 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 2,082 shares of common stock sold by Summit Investors I, LLC and 218 shares of common stock sold by Summit Investors I (UK), L.P. ( 2 )Represents shares held by the following entities: 8,546,411 shares of common stock held by Summit Ventures VI-A, L.P., 3,564,195 shares of common stock held by Summit Ventures VI-B, L.P., 177,742 shares of common stock held by Summit VI Advisors Fund, L.P., 272,893 shares of common stock held by Summit VI Entrepreneurs Fund, L.P., 71,560 shares of common stock held by Summit Investors VI, L.P., 221,280 shares of common stock held by Summit Subordinated Debt Fund II, L.P., 1,360,378 shares of common stock held by Summit Partners Private Equity Fund VII-A, L.P., 817,063 shares of common stock held by Summit Partners Private Equity Fund VII-B, L.P., 7,827 shares of common stock held by Summit Investors I, LLC and 821 shares of common stock held by Summit Investors I (UK), L.P.

Remarks: The entities mentioned in Footnote 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.; (i) the managing member of Stamps, Woodsum Co. IV, which is the general partner of Summit Partners SD II, LLC, which is the general partner of Summit Subordinated Debt Fund II, L.P. (i) 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 (ii) 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 its Investment Committee, composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Entities, Mr. Mannion and Mr. Evans disclaim beneficial ownership of the shares, and this report shall not be deemed an admission that the Reporting 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 Reporting 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).

** 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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