Sec Form 4 Filing - Clarke Ronald @ FLEETCOR TECHNOLOGIES INC - 2021-09-30

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 Clarke Ronald 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 X __ Officer (give title below) _____ Other (specify below) CEO & Chairman of BOD (Last) (First) (Middle) 3280 PEACHTREE ROAD, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2021 (Street) ATLANTA, GA30305 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

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 Employee Stock Options (right to buy) ( 1 ) ( 2 ) $ 261.27 09/30/2021 A 850,000 ( 1 )( 2 ) 01/01/2025 Common Stock 850,000 $ 0 850,000 ( 1 ) ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clarke Ronald 3280 PEACHTREE ROAD SUITE 2400 ATLANTA, GA30305 X CEO & Chairman of BOD Signatures /s/ Crystal Williams, under power of attorney 10/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 30, 2021, the Reporting Person was granted stock options to purchase 850,000 shares of Issuer common stock, with 550,000 shares representing the first tranche of the stock options (the "First Tranche") and the remaining 300,000 shares representing the second tranche of the stock options (the "Second Tranche"). ( 2 )In general, the First Tranche will vest (if at all), subject to certain continuing employment or service requirements, in equal 1/3 increments on (A) March 31, 2022, September 30, 2022, and March 31, 2023, or (B) in each case, if later, on the first day by which the closing price for the Issuer's common stock has exceeded $350 per share for each trading day in a 10-consecutive-trading-day period prior to the expiration of the stock options. The Second Tranche will vest (if at all) in substantially the same manner, except the applicable stock price hurdle is $400 per share. Accelerated vesting or curtailed vesting requirements may occur under certain circumstances, including death, disability or a change in control of the Issuer. Vested stock options may be subject to shortened exercise periods in certain events, including termination of employment.

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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