SEC FORM 3

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^*

Kardwell Joseph J.

(Last)

(First)

(Middle)

C/O SUMMIT PARTNERS, L.P.

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2010

3. Issuer Name and Ticker or Trading Symbol
Fortegra Financial Corp [ FRF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A Common Stock, par value $0.01 per share	⁽¹⁾	⁽¹⁾	Common Stock	13,987,447⁽²⁾	⁽¹⁾	I	See remarks.

Explanation of Responses:

1. The Class A Common Stock will convert into Common Stock of Fortegra Financial Corporation on a 1 for 5.25 basis immediately prior to the consummation of the initial public offering and has no expiration date.

2. Shares are held as follows: 8,080,540 in the name of Summit Partners Private Equity Fund VII-A, L.P., 4,853,301 in the name of Summit Partners Private Equity Fund VII-B, L.P., 665,383 in the name of Summit Subordinated Debt Fund III-A, L.P., 346,614 in the name of Summit Subordinated Debt Fund III-B, L.P., and 41,609 in the name of Summit Investors VI, L.P.

Remarks:

The entities mentioned in Footnote 2 collectively are referred to as the "Summit Entities." Summit Partners, L.P. is (i) managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., (ii) the managing member of Summit Partners SD III, LLC, which is the general partner of Summit Partners SD III, L.P., which is the general partner of Summit Subordinated Debt Fund III-A, L.P. and Subordinated Debt Fund III-B, L.P. and (iii) the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of Summit Investors VI, L.P. Summit Partners, L.P., through a two-person investment committee, has voting and dispositive authority over the shares held by the Summit Entities, and therefore may beneficially own such shares. Mr. Kardwell is a principal of Summit Partners, L.P. Mr. Kardwell disclaims beneficial ownership of the shares listed in Footnote 2, and this report shall not be deemed an admission that Mr. Kardwell is the beneficial owner of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of Mr. Kardwell's pecuniary interest therein. Exhibits: Exhibit 24 - Power of Attorney

	/s/ Robin W. Devereux, Power of Attorney for Joseph J. Kardwell	12/16/2010
	** Signature of Reporting Person	Date
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 5 (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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