SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FLEETCOR TECHNOLOGIES INC [ FLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 09/10/2013
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock	09/10/2013		S		2,000,000(1)	D	$104.86	4,132,156(2)	I	See remarks.

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

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

1. Name and Address of Reporting Person* STAMPS WOODSUM & CO IV (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* Summit Investors Management, LLC (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% Owner

1. Name and Address of Reporting Person* Summit Partners PE VII, L.P. (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of 10% Owner

1. Name and Address of Reporting Person* Summit Partners PE VII, LLC (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS SD II LLC (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of 10% Owner

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

1. Name and Address of Reporting Person* MANNION MARTIN J (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LLC (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

Explanation of Responses:

1. Represents shares sold by the following entities: 1,136,477 shares of common stock sold by Summit Ventures VI-A, L.P., 473,957 shares of common stock sold by Summit Ventures VI-B, L.P., 23,636 shares of common stock sold by Summit VI Advisors Fund, L.P., 36,288 shares of common stock sold by Summit VI Entrepreneurs Fund, L.P., 9,516 shares of common stock sold by Summit Investors VI, L.P., 29,425 shares of common stock sold by Summit Subordinated Debt Fund II, L.P., 180,900 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 108,651 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 1,041 shares of common stock sold by Summit Investors I, LLC and 109 shares of common stock sold by Summit Investors I (UK), L.P.

2. Represents shares held by the following entities: 2,348,053 shares of common stock held by Summit Ventures VI-A, L.P., 979,231 shares of common stock held by Summit Ventures VI-B, L.P., 48,833 shares of common stock held by Summit VI Advisors Fund, L.P., 74,975 shares of common stock held by Summit VI Entrepreneurs Fund, L.P., 19,660 shares of common stock held by Summit Investors VI, L.P., 60,795 shares of common stock held by Summit Subordinated Debt Fund II, L.P., 373,752 shares of common stock held by Summit Partners Private Equity Fund VII-A, L.P., 224,481 shares of common stock held by Summit Partners Private Equity Fund VII-B, L.P., 2,150 shares of common stock held by Summit Investors I, LLC and 226 shares of common stock held by Summit Investors I (UK), L.P.

Remarks:

The entities mentioned in Footnotes 1 and 2 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) 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 Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P.; (ii) the managing member of Stamps, Woodsum Co. IV, which is the general partner of Summit Partners SD, LLC, which is the general partner of Summit Subordinated Debt Fund II, L.P.; (iii) the 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.; and (iiv) the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC., and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a three-person investment committee currently composed of Bruce R. Evans, Martin J. Mannion and Peter Y. Chung, has voting and dispositive authority over the shares held by the Summit Entities, and therefore may beneficially own such shares. Each of the Summit Entities, Mr. Evans, Mr. Mannion and Mr. Chung disclaim beneficial ownership of the shares, except, in each case, to the extent of such person or entity's pecuniary interest therein.

	Summit Partners, L.P., by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member	09/12/2013
	Stamps, Woodsum & Co. IV, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member	09/12/2013
	Summit Investors Management, LLC, by Summit Partners, L.P., its Managing Member, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member	09/12/2013
	Summit Partners PE VII, L.P., by Summit Partners PE VII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member	09/12/2013
	Summit Partners PE VII, LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Parnter, by Robin W. Devereux, POA for Joseph Trustey, Member	09/12/2013
	Summit Partners SD II, LLC, by Stamps, Woodsum & Co. IV, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member	09/12/2013
	Summit Partners VI (GP), L.P., by Summit Partners VI (GP), LLC, its General Partner, by Summit Partners L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member	09/12/2013
	Robin W. Devereux, POA for Martin J. Mannion	09/12/2013
	Summit Partners VI (GP), LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member	09/12/2013
	** Signature of Reporting Person	Date
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