|
Fleetcor Technologies Inc.
|
|
(Name of Issuer)
|
|
Common Stock, $0.001 par value
|
|
(Title of Class of Securities)
|
|
339041105
|
|
(CUSIP Number)
|
|
December 31, 2010
|
|
(Date of Event Which Requires Filing of this Statement)
|
|
CUSIP No. 339041105
|
13G
|
Page 2 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 3 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners VI (GP), LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 4 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners VI (GP), L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 5 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Ventures VI-A, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 6 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Ventures VI-B, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 7 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit VI Advisors Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 8 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit VI Entrepreneurs Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 9 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors VI, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 10 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Stamps, Woodsum & Co. IV
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts general partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 11 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners SD II, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 12 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Subordinated Debt Fund II, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 13 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners PE VII, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 14 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners PE VII, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 15 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners Private Equity Fund VII-A, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 16 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners Private Equity Fund VII-B, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 17 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors Management, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 18 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors I, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 19 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors I (UK), L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman exempted limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 20 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Martin J. Mannion
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 21 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Bruce R. Evans
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|||
|
Item 1(a).
|
Name of Issuer: Fleetcor Technologies Inc.
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices: 655 Engineering Drive, Suite 300, Norcross, GA 30092
|
|
Item 2(a).
|
Names of Persons Filing: Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Stamps, Woodsum & Co. IV, Summit Partners SD II, LLC, Summit Subordinated Debt Fund II, L.P., Summit Partners PE VII, LLC, Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P (individually an “Entity” and collectively the “Entities”), Martin J. Mannion and Bruce R. Evans.
|
|
|
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 each 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 managing member of Summit Partners SD II, 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 (iv) the manager of Summit Investors Management, LLC, which is manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Mr. Mannion and Mr. Evans are members of a two-person investment committee of Summit Partners, L.P., which has voting and dispositive authority over the shares held by the Entities.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence: The address of the principal business office of Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Stamps, Woodsum & Co. IV, Summit Partners SD II, LLC, Summit Subordinated Debt Fund II, L.P., Summit Partners PE VII, LLC, Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Martin J. Mannion and Bruce R. Evans is c/o Summit Partners, 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.
|
|
Item 2(c).
|
Citizenship: Each of Summit Partners, L.P., Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Summit Subordinated Debt Fund II, L.P., Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P. is a limited partnership organized under the laws of the State of Delaware. Each of Summit Partners VI (GP), LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Partners SD II, LLC and Summit Partners PE VII, LLC is limited liability company organized under the laws of the State of Delaware. Stamps, Woodsum & Co. IV is a Massachusetts
|
|
Item 2(d).
|
Title of Class of Securities: Common Stock, $0.001 par value
|
|
Item 2(e).
|
CUSIP Number:
|
339041105
|
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
Item 4.
|
Ownership.
|
|
|
(i)
|
sole power to vote or to direct the vote:
|
|
|
0 shares for each reporting person
|
|
|
(ii)
|
shared power to vote or to direct the vote:
|
|
|
(iii)
|
sole power to dispose or direct the disposition of:
|
|
|
0 shares for each reporting person
|
|
|
(iv)
|
shared power to dispose or direct the disposition of:
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
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.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Not Applicable.
|
|
Item 10.
|
Certification.
|
|
SUMMIT PARTNERS, L.P.
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS VI (GP), LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT PARTNERS VI (GP), L.P.
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT VENTURES VI-A, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT VENTURES VI-B, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT VI ADVISORS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT VI ENTREPRENEURS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT INVESTORS VI, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
STAMPS, WOODSUM & CO. IV
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS SD II, LLC
By: Stamps, Woodsum & Co. IV, its managing member
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT SUBORDINATED DEBT FUND II, L.P.
By: Summit Partners SD II, LLC, its general partner
By: Stamps, Woodsum & Co. IV, its managing member
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS PE VII, LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT PARTNERS PE VII, L.P.
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P.
By: Summit Partners PE VII, L.P., its general partner
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P.
By: Summit Partners PE VII, L.P., its general partner
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT INVESTORS MANAGEMENT, LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT INVESTORS I, LLC
By: Summit Investors Management, LLC, its manager
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT INVESTORS I (UK), L.P.
By: Summit Investors Management, LLC, its manager
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
| By: |
*
|
By: |
*
|
||
|
Martin J. Mannion
|
Bruce R. Evans
|
||||
|
|
* | By: |
/s/ Robin W. Devereux
|
||
|
|
Robin W. Devereux
Power of Attorney**
|
||||