Sec Form 4 Filing - TRAVERS JAMES M @ Fleetmatics Group plc - 2016-11-07

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 TRAVERS JAMES M 2. Issuer Name and Ticker or Trading Symbol Fleetmatics Group plc [ FLTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O FLEETMATICS, 1100 WINTER STREET, SUITE 4600 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2016 (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, ?0.015 par value per share 11/07/2016 D 335,143 ( 1 ) ( 2 ) D 0 ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) 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 11/07/2016 D 217,083 ( 8 ) ( 9 ) 12/28/2017 Ordinary Shares, ?0.015 par value per share 217,083 ( 8 ) ( 9 ) 0 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRAVERS JAMES M C/O FLEETMATICS 1100 WINTER STREET, SUITE 4600 WALTHAM, MA02451 X Chief Executive Officer Signatures /s/ Victoria S. Masotta 11/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of the Effective Time (as defined below), the Reporting Person beneficially owned (i) 1,003 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Ordinary Shares"), of which 1,002 Ordinary Shares were acquired pursuant to the Issuer's 2012 Employee Stock Purchase Plan, (ii) 96,524 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan"), of which 7,824 RSUs were vested and 88,700 RSUs were unvested and subject to the time-based vesting terms in accordance with the vesting schedule that applied to such RSUs immediately prior to the Effective Time, and (iii) 237,616 performance stock units ("PSUs") issued under the Plan, of which 83,426 PSUs were vested and 154,190 PSUs remained unvested subject to time-based vesting terms in accordance with the vesting schedule that applied to such PSUs immediately prior to the Effective Time; provided, however, pursuant to the terms of the Transaction Agreement ( 2 )(as defined below), any performance measures applicable to such unvested PSUs were deemed to have been satisfied as of the Effective Time as if 100% of the applicable performance targets had been achieved. Due to a clerical error, the Ordinary Shares beneficially owned by the Reporting Person which are reported on this form include one Ordinary Share not previously reported on prior forms filed by the Reporting Person. ( 3 )Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc. ("Verizon"), dated July 30, 2016 (the "Transaction Agreement"), each Ordinary Share that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time"), was cancelled, extinguished and converted into the right to receive a cash amount equal to US$60.00 per Ordinary Share (the "Cash Consideration"), without interest and net of applicable tax withholdings. ( 4 )Pursuant to the terms of the Transaction Agreement, each vested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive a cash amount equal to the Cash Consideration, without interest and net of applicable tax withholdings. ( 5 )Pursuant to the terms of the Transaction Agreement, (i) each unvested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings, and (ii) all amounts payable with respect to such unvested RSUs shall (x) be deemed earned and vested on the date(s) on which such unvested RSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested RSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested RSUs. ( 6 )Pursuant to the terms of the Transaction Agreement, each vested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive a cash amount equal to the Cash Consideration without interest and net of applicable tax withholdings. ( 7 )Pursuant to the terms of the Transaction Agreement, (i) each unvested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings and (ii) all amounts payable with respect to such unvested PSUs shall (x) be deemed earned and vested on the date(s) on which such unvested PSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested PSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested PSUs. ( 8 )Immediately prior to the Effective Time, the Reporting Person beneficially owned unexercised options to purchase 217,083 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Options") issued pursuant to the Issuer's Amended and Restated 2004 Share Option Plan (the "2004 Plan"). ( 9 )Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the Options were cancelled, terminated and converted into the right to receive, for each ordinary share subject to the Options, the Cash Consideration, without interest and less the exercise price and net of applicable tax withholdings.

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