0001379475-14-000001.txt : 20140214 0001379475-14-000001.hdr.sgml : 20140214 20140214153506 ACCESSION NUMBER: 0001379475-14-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: BAIN CAPITAL FUND VIII, LLC GROUP MEMBERS: BCIP ASSOCIATES - G GROUP MEMBERS: BCIP ASSOCIATES III-B, LLC GROUP MEMBERS: BCIP TRUST ASSOCIATES III GROUP MEMBERS: BCIP TRUST ASSOCIATES III-B SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLEETCOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001175454 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85957 FILM NUMBER: 14615816 BUSINESS ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 400 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 800-877-9019 MAIL ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 400 CITY: NORCROSS STATE: GA ZIP: 30092 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BCIP Associates III, LLC CENTRAL INDEX KEY: 0001379475 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 Fleetcor13G.txt FORM SC-13G/A FOR BCIP ASSOCIATES III, LLC ET. AL'S POSITION IN FLEETCOR. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 4 )* FleetCor Technologies, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 339041105 (CUSIP Number) December 31, 2013 (Date of Event 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 disclosures provided in a prior cover page.The information required on 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. 339041105 13G/A Page 2 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Associates III, LLC EIN No.: 20-1330342 2. (a) [] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% 12. TYPE OF REPORTING PERSON PN CUSIP No. 339041105 13G/A Page 3 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Trust Associates III EIN No.: 01-0598368 2. (a) [] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0 % 12. TYPE OF REPORTING PERSON PN CUSIP No. 339041105 13G/A Page 4 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Associates III-B, LLC EIN No.: 2. (a) [] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0 % 12. TYPE OF REPORTING PERSON PN CUSIP No. 339041105 13G/A Page 5 of 12 Pages 13. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Trust Associates III-B EIN No.: 01-0624013 14. (a) [] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 15. SEC USE ONLY 16. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 17. SOLE VOTING POWER 0 Shares 18. SHARED VOTING POWER 0 19. SOLE DISPOSITIVE POWER 0 Shares 20. SHARED DISPOSITIVE POWER 0 21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares 22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% 24. TYPE OF REPORTING PERSON PN CUSIP No. 339041105 13G/A Page 6 of 12 Pages 25. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Fund VIII, LLC EIN No.: 98-0425021 26. (a) [] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 27. SEC USE ONLY 28. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 29. SOLE VOTING POWER 0 Shares 30. SHARED VOTING POWER 0 31. SOLE DISPOSITIVE POWER 0 Shares 32. SHARED DISPOSITIVE POWER 0 33. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares 34. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 35. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% 36. TYPE OF REPORTING PERSON PN CUSIP No. 339041105 13G/A Page 7 of 12 Pages 37. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Associates - G EIN No.: 20-2194543 38. (a) [] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 39. SEC USE ONLY 40. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 41. SOLE VOTING POWER 0 Shares 42. SHARED VOTING POWER 0 43. SOLE DISPOSITIVE POWER 0 Shares 44. SHARED DISPOSITIVE POWER 0 45. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 Shares 46. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 47. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) less than 0% 48. TYPE OF REPORTING PERSON PN Item 1(a). Name of Issuer The name of the issuer to which this filing on Schedule 13G/A relates is FleetCor Technologies, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices The principal executive offices of the Company are located at 655 Engineering Drive, Suite 300, Norcross, GA, 30092-2830. Item 2(a). Name of Person Filing This statement is being filed on behalf of the following (collectively, the "Reporting Persons"): (1) BCIP Associates III, LLC, a Delaware limited liability company ("BCIP III LLC"), (2) BCIP Trust Associates III, a Cayman Islands partnership ("BCIP Trust III"), (3) BCIP Associates III-B, LLC, a Delaware limited liability company ("BCIP III-B LLC"), (4) BCIP Trust Associates III-B, a Cayman Islands partnership ("BCIP Trust III-B"), (5) Bain Capital Fund VIII, LLC, a Delaware limited liability company ("Fund VIII"), (6) BCIP Associates - G, a Delaware general partnership ("BCIP G"). BCIP Associates III, a Cayman Islands partnership ("BCIP III") is the manager and sole member of BCIP III LLC. Bain Capital Investors, LLC, a Delaware limited liability company ("BCI") is the managing partner of BCIP III. BCI is the managing partner of BCIP Trust III. BCIP Associates III-B, a Cayman Islands Partnership ("BCIP III-B") is the manager and sole member of BCIP III-B LLC. BCI is the manager and sole member of BCIP III-B. BCI is the managing partner of BCIP Trust III-B. Bain Capital Fund VIII, L.P., a Cayman Islands Partnership ("BCF VIII") is the sole member of Fund VIII. Bain Capital Partners VIII, L.P., a Cayman Islands partnership ("Partners VIII") is the general partner of BCF VIII. BCI is the general partner of Partners VIII. BCI is the managing partner of BCIP G. The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2014, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. Item 2(b). Address of Principal Business Office or, if none, Residence The principal business address of each of the Reporting Persons, BCIP III, BCI, BCIP III-B, BCF VIII, and Partners VIII is John Hancock Tower, 200 Clarendon Street, Boston MA 02116. Item 2(c). Citizenship Each of BCIP III LLC, BCIP III-B LLC, Fund VIII, BCIP G, and BCI is organized under the laws of the State of Delaware. Each of BCIP Trust III, BCIP Trust III-B, BCIP III, BCIP III-B, BCF VIII, Partners VIII, is organized under the laws of the Cayman Islands. Item 2(d). Title of Class of Securities The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Common Stock, par value $0.001 per share ("Common Stock"). Item 2(e). CUSIP Number The CUSIP number of the Company's Common Stock is 339041105. Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. (a)[ ]Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). (c)[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d)[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e)[ ] An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E). (f)[ ] An employee benefit plan or endowment fund in a ccordance with Section 240.13d 1(b)(1)(ii)(F). (g)[ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h)[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i)[ ] A church plan that is excluded from the definition of a n investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j)[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). [ ] If this statement is filed pursuant to Section 240.13d-1(c), check this box. Item 4. Ownership Item 4(a). Amount beneficially owned This Schedule 13G/A is being filed on behalf of the Reporting Persons. The Reporting Persons hold 0 shares of Common Stock of the Company, representing, in the aggregate, 0% of the Company's Common Stock. Item 4(b). Percent of Class See Item 4(a) hereof. Item 4(c). Number of shares as to which such person has: (i) sole power to vote or to direct the vote: BCIP III LLC 0 BCIP Trust III 0 BCIP III-B 0 BCIP Trust III-B 0 Fund VIII 0 BCIP G 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: BCIP III LLC 0 BCIP Trust III 0 BCIP III-B 0 BCIP Trust III-B 0 Fund VIII 0 BCIP G 0 (iv) shared power to dispose or to direct the disposition of: 0 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: X 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. Certification Not Applicable SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: February 14, 2014 BCIP ASSOCIATES III, LLC By BCIP Associates III, its sole member By Bain Capital Investors, LLC, its managing partner BCIP TRUST ASSOCIATES III By Bain Capital Investors, LLC, its managing partner BCIP ASSOCIATES III-B, LLC By BCIP Associates III-B, its sole member By Bain Capital Investors, LLC, its managing partner BCIP TRUST ASSOCIATES III-B By Bain Capital Investors, LLC, its managing partner BAIN CAPITAL FUND VIII, LLC By Bain Capital Fund VIII, LP, its member By Bain Capital Partners VIII, L.P., its general partner By: Bain Capital Investors, LLC, its general partner BCIP ASSOCIATES-G By Bain Capital Investors, LLC, its managing partner By: _/s/ Michael D. Ward Michael D. Ward Managing Director Exhibit A Agreement Regarding the Joint Filing of Schedule 13G/A The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: February 14, 2014 BCIP ASSOCIATES III, LLC By BCIP Associates III, its sole member By Bain Capital Investors, LLC, its managing partner BCIP TRUST ASSOCIATES III By Bain Capital Investors, LLC, its managing partner BCIP ASSOCIATES III-B, LLC By BCIP Associates III-B, its sole member By Bain Capital Investors, LLC, its managing partner BCIP TRUST ASSOCIATES III-B By Bain Capital Investors, LLC, its managing partner BAIN CAPITAL FUND VIII, LLC By Bain Capital Fund VIII, LP, its member By Bain Capital Partners VIII, L.P., its general partner By: Bain Capital Investors, LLC, its general partner BCIP ASSOCIATES-G By Bain Capital Investors, LLC, its managing partner By: _/s/ Michael D. Ward Michael D. Ward Managing Director Page 16 of 14 Pages 3