Schedule 13G

Shared power to vote or to direct the vote: See Line 6 of cover sheets.

Sole power to dispose or to direct the disposition of: See Line 7 of cover sheets

Shared power to dispose or to direct the disposition of: See Line 8 of cover sheets

0001193125-13-059786.txt : 20130214 0001193125-13-059786.hdr.sgml : 20130214 20130214151124 ACCESSION NUMBER: 0001193125-13-059786 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: FLEETMATICS INVESTOR HOLDINGS, L.P. GROUP MEMBERS: INVESTCORP TECHNOLOGY FUND III LIMITED PARTNERSHIP GROUP MEMBERS: SIPCO LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FleetMatics Group plc CENTRAL INDEX KEY: 0001526160 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87223 FILM NUMBER: 13612637 BUSINESS ADDRESS: STREET 1: 70 WALNUT STREET STREET 2: SUITE 200 CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 1-866-844-2235 MAIL ADDRESS: STREET 1: 70 WALNUT STREET STREET 2: SUITE 200 CITY: WELLESLEY STATE: MA ZIP: 02481 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Investcorp S.A. CENTRAL INDEX KEY: 0000903555 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BOUNDARY HALL, CRICKET SQUARE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1102 BUSINESS PHONE: 1 345 949 5122 MAIL ADDRESS: STREET 1: BOUNDARY HALL, CRICKET SQUARE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1102 FORMER COMPANY: FORMER CONFORMED NAME: INVESTCORP S A DATE OF NAME CHANGE: 19930505 SC 13G 1 d487487dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Fleetmatics Group PLC

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G35569105

(CUSIP Number)

December 31, 2012

(Date of Events Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G35569105


1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) Fleetmatics Investor Holdings, L.P.
2	Check the Appropriate Box if a Member of the Group (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands, B.W.I.
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power None
		6	Shared Voting Power 24,272,402
		7	Sole Dispositive Power None
		8	Shared Dispositive Power 24,272,402
9	Aggregate Amount Beneficially Owned by Each Reporting Person 24,272,402
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 70.2%
12	Type of Reporting Person (See Instructions) PN

CUSIP No. G35569105


1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) Investcorp Technology Fund III Limited Partnership
2	Check the Appropriate Box if a Member of the Group (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands, B.W.I.
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power None
		6	Shared Voting Power 24,272,402
		7	Sole Dispositive Power None
		8	Shared Dispositive Power 24,272,402
9	Aggregate Amount Beneficially Owned by Each Reporting Person 24,272,402
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 70.2%
12	Type of Reporting Person (See Instructions) PN

CUSIP No. G35569105


1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) SIPCO Limited
2	Check the Appropriate Box if a Member of the Group (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands, B.W.I.
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power None
		6	Shared Voting Power 24,272,402
		7	Sole Dispositive Power None
		8	Shared Dispositive Power 24,272,402
9	Aggregate Amount Beneficially Owned by Each Reporting Person 24,272,402
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 70.2%
12	Type of Reporting Person (See Instructions) CO

CUSIP No. G35569105


1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) Investcorp S.A.
2	Check the Appropriate Box if a Member of the Group (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands, B.W.I
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power None
		6	Shared Voting Power 24,272,402
		7	Sole Dispositive Power None
		8	Shared Dispositive Power 24,272,402
9	Aggregate Amount Beneficially Owned by Each Reporting Person 24,272,402
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11	Percent of Class Represented by Amount in Row (9) 70.2%
12	Type of Reporting Person (See Instructions) CO

CUSIP No. G35569105


Item 1.
	(a)	Name of Issuer: Fleetmatics Group PLC

	(b)	Address of Issuer’s Principal Executive Offices: Block C, Cookstown Court BelgardRoad Tallaght, Dublin 24 Ireland

Item 2.

	(a)	Name of Person Filing: Fleetmatics Investor Holdings, L.P. Investcorp Technology Fund III Limited Partnership SIPCO Limited Investcorp S.A.

	(b)	Address of Principal Business Office, or if none, Residence: Fleetmatics Investor Holdings, L.P.: Boundary Hall, Cricket Square, PO Box 1111, Grand Cayman, KY1-1102, Cayman Islands, B.W.I. Investcorp Technology Fund III Limited Partnership: Boundary Hall, Cricket Square, PO Box 1111, Grand Cayman, KY1-1102, Cayman Islands, B.W.I. SIPCO Limited: Boundary Hall, Cricket Square, PO Box 1111, Grand Cayman, KY1-1102, Cayman Islands, B.W.I. Investcorp, S.A.: Boundary Hall, Cricket Square, PO Box 1111, Grand Cayman, KY1-1102, Cayman Islands, B.W.I.

	(c)	Citizenship: Fleetmatics Investor Holdings, L.P.: Cayman Islands, B.W.I. Investcorp Technology Fund III Limited Partnership: Cayman Islands, B.W.I. SIPCO Limited: Cayman Islands, B.W.I. Investcorp S.A.: Cayman Islands, B.W.I.

	(d)	Title of Class of Securities: Ordinary Shares

	(e)	CUSIP Number: G35569105


Item 3.	If this statement is filed pursuant to § 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act.

	(b)	¨	Bank as defined in section 3(a)(6) of the Act.

	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act.

	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940.

	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

	(j)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Not Applicable.


Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

Fleetmatics Investor Holdings, L.P. is the record owner of 24,272,402 Ordinary Shares as of December 31, 2012 (the “Shares”). Investcorp Technology Fund III Limited Partnership, in its capacity as general partner of Fleetmatics Investor Holdings, L.P., may be deemed to beneficially own the Shares. Investcorp S.A., through its indirect ownership of the entity that is the general partner of Investcorp Technology Fund III Limited Partnership, may be deemed to beneficially own the Shares. SIPCO Limited, through its indirect ownership of a majority of a company’s stock that indirectly owns a majority of Investcorp S.A.’s shares may be deemed to beneficially own the Shares.

	(b)	Percent of class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 34,584,868 Ordinary Shares outstanding, as reported by the Issuer on its Prospectus filed with the Securities and Exchange Commission on January 31, 2013.

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: See Line 5 of cover sheets.


Item 5.		Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

Item 10.		Certifications.

		Not Applicable.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 14, 2013

		INVESTCORP TECHNOLOGY FUND III LIMITED PARTNERSHIP, for itself and as general partner of FLEETMATICS INVESTOR HOLDINGS, L.P.

	By:	/s/ Michael Simatos
	Name:	Michael Simatos
	Title:	Authorized Signatory

		SIPCO LIMITED

	By:	/s/ Michael L. Merritt
	Name:	Michael L. Merritt
	Title:	Director

		INVESTCORP S.A.

	By:	/s/ Jonathan C. Minor
	Name:	Jonathan C. Minor
	Title:	Director

Exhibit Index


Exhibit Number		Exhibit

99.1		Joint Filing Agreement dated February 14, 2013 by and among Fleetmatics Investor Holdings, L.P., Investcorp Technology Fund III Limited Partnership, SIPCO Limited and Investcorp S.A.

EX-99.1 2 d487487dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the undersigned hereby agrees to the filing of this Statement on Schedule 13G on its behalf.


Date: February 14, 2013

		INVESTCORP TECHNOLOGY FUND III LIMITED PARTNERSHIP, for itself and as general partner of FLEETMATICS INVESTOR HOLDINGS, L.P.

	By:	/s/ Michael Simatos
	Name:	Michael Simatos
	Title:	Authorized Signatory

		SIPCO LIMITED

	By:	/s/ Michael L. Merritt
	Name:	Michael L. Merritt
	Title:	Director

		INVESTCORP S.A.

	By:	/s/ Jonathan C. Minor
	Name:	Jonathan C. Minor
	Title:	Director