SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SUMMIT VENTURES VI-A LP (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/14/2010	3. Issuer Name and Ticker or Trading Symbol FLEETCOR TECHNOLOGIES INC [ FLT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,115,447(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D-3 Convertible Preferred Stock	06/29/2005	(2)	Common Stock	8,634,619(3)	(2)	D
Series E Convertible Preferred Stock	03/30/2009	(4)	Common Stock	4,283,332(5)	(4)	D

1. Name and Address of Reporting Person* SUMMIT VENTURES VI-A LP (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT VI ADVISORS FUND LP (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT VI ENTREPRENEURS FUND LP (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT VENTURES VI-B LP (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT INVESTORS VI LP (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT SUBORDINATED DEBT FUND II L P (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Partners Private Equity Fund VII-A, L.P. (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Partners Private Equity Fund VII B L P (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Investors I, LLC (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Investors I (UK), L.P. (Last) (First) (Middle) C/O SUMMIT PARTNERS, LP 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares are held as follows: 10,655,742 in the name of Summit Ventures VI-A, L.P., 221,610 in the name of Summit VI Advisors Fund, L.P., 340,245 in the name of Summit VI Entrepreneurs Fund, L.P., 4,443,870 in the name of Summit Ventures VI-B, L.P., 89,845 in the name of Summit Investors VI, L.P., and 364,135 in the name of Summit Subordinated Debt Fund II, L.P.

2. The Series D-3 Convertible Preferred Stock is convertible into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one basis and has no expiration date.

3. The shares underlying the Series D-3 Convertible Preferred Stock are held as follows: 5,842,167 in the name of Summit Ventures VI-A, L.P., 121,500 in the name of Summit VI Advisors Fund, L.P., 186,545 in the name of Summit VI Entrepreneurs Fund, L.P., 2,436,417 in the name of Summit Ventures VI-B, L.P., and 47,990 in the name of Summit Investors VI, L.P.

4. The Series E Convertible Preferred Stock is convertible into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one basis and has no expiration date.

5. The shares underlying the Series E Convertible Preferred Stock are held as follows: 305 in the name of Summit Investors VI, L.P., 63,020 in the name of Summit Subordinated Debt Fund II, L.P., 2,626,060 in the name of Summit Partners Private Equity Fund VII-A, L.P., 1,577,252 in the name of Summit Partners Private Equity Fund VII-B, L.P., 15,110 in the name of Summit Investors I, LLC and 1,585 in the name of Summit Investors I (UK), L.P.

Remarks:

The entities mentioned in Footnotes 1, 3 and 5 are collectively referred to as the "Summit Entities." Each of the Summit Entities disclaims beneficial ownership of all shares except those specifically listed in the Footnotes as held by such entity, except to the extent of each such entity's pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney

	Summit Ventures VI-A, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit VI Advisors Fund, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit VI Entrepreneurs Fund, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit Ventures VI-B, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit Investors VI, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit Subordinated Debt Fund II, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit Partners Private Equity Fund VII-A, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit Partners Private Equity Fund VII-B, L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit Investors I, LLC, By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	Summit Investors I (UK), L.P., By /s/ Robin W. Devereux, as Attorney-in-Fact	12/14/2010
	** Signature of Reporting Person	Date
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