X0306 4 2016-11-07 1 0001526160 Fleetmatics Group plc FLTX 0001595513 Flett Andrew C/O FLEETMATICS 1100 WINTER STREET, SUITE 4600 WALTHAM MA 02451 1 0 0 0 Ordinary Shares, ?0.015 par value per share 2016-11-07 4 D 0 26588 D 0 D As of the Effective Time (as defined below), the Reporting Person beneficially owned (i) 10,000 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Ordinary Shares") and (ii) 16,588 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan"). Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc. ("Verizon"), dated July 30, 2016 (the "Transaction Agreement"), each Ordinary Share that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time"), was cancelled, extinguished and converted into the right to receive a cash amount equal to US$60.00 per Ordinary Share (the "Cash Consideration"), without interest and net of applicable tax withholdings. Pursuant to the terms of the Transaction Agreement, each RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive a cash amount equal to the Cash Consideration, without interest and net of applicable tax withholdings. /s/ Victoria S. Masotta 2016-11-07