Sec Form 4 Filing - BALSON ANDREW @ FLEETCOR TECHNOLOGIES INC - 2013-05-07

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 BALSON ANDREW 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 BAIN CAPITAL INVESTORS, LLC, JOHN HANCOCK TOWER, 200 CLARENDON STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2013 (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 05/07/2013 J( 8 ) 274,011 ( 8 ) D $ 0 1,612,513 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) Common Stock 05/07/2013 S 1,595,986 D $ 81 16,527 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Common Stock 05/07/2013 G( 9 ) 16,527 D $ 0 0 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 Derivat ive 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 BALSON ANDREW C/O BAIN CAPITAL INVESTORS, LLC JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON, MA02116 X Signatures /s/ Andrew Balson 05/08/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Andrew Balson is a Managing Director of Bain Capital Investors, LLC ("BCI"). BCI is the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P. ("BCF VIII"), which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). On May 7, 2013, Fund VIII distributed 284,400 shares of Common Stock and sold 1,526,836 shares of Common Stock. Following such distribution and sale, Fund VIII held zero shares of Common Stock. ( 2 )BCI is also the managing partner of BCIP Associates III, which is the sole manager of BCIP Associates III, LLC ("BCIP-A"). On May 7, 2013, BCIP-A distributed 4,864 shares of Common Stock and sold 36,762 shares of Common Stock. Following such distribution and sale, BCIP-A held zero shares of Common Stock. ( 3 )BCI is also the managing partner of BCIP Trust Associates III, which is the sole manager of BCIP T Associates III, LLC ("BCIP-TA"). On May 7, 2013, BCIP-TA sold 19,513 shares of Common Stock. Following such sale, BCIP-TA held zero shares of Common Stock. ( 4 )BCI is also the managing partner of BCIP Associates III-B, which is the sole manager of BCIP Associates III-B, LLC ("BCIP-AB"). On May 7, 2013, BCIP-AB distributed 1,274 shares of Common Stock and sold 2,013 shares of Common Stock. Following such distribution and sale, BCIP-AB held zero shares of Common Stock. ( 5 )BCI is also the managing partner of BCIP Trust Associates III-B, which is the sole manager of BCIP T Associates III-B, LLC ("BCIP-TAB"). On May 7, 2013, BCIP-TAB sold 10,381 shares of Common Stock. Following such sale, BCIP-TAB held zero shares of Common Stock. ( 6 )BCI is also the managing partner of BCIP Associates-G ("BCIP-AG" and together with Fund VIII, BCIP-A, BCIP-TA, BCIP-AB and BCIP-TAB, the "Bain Entities"). On May 7, 2013, BCIP-AG sold 481 shares of Common Stock. Following such sale, BCIP-AG held zero shares of Common Stock. ( 7 )By virtue of the relationships described in the foregoing footnotes, Mr. Balson may be deemed to beneficially own securities held by the Bain Entities. Mr. Balson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 8 )As described in the footnotes above, on May 7, 2013, the Bain Entities distributed an aggregate at 290,538 shares of Common Stock to one or members or partners of the Bain Entities, including 16,527 shares of Common Stock to Mr. Balson, in connection with charitable gifts made by such members or partners, including Mr. Balson, on May 7, 2013. ( 9 )Mr. Balson made a charitable gift of all 16,527 shares of that he received in connection with the distribution described in footnote 8 above.

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