CORPAY, INC. — Director's Dealing 2010

Dec 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLEETCOR TECHNOLOGIES INC (FLT)
CIK: 0001175454
Period of Report: 2010-12-14

Reporting Person: BALSON ANDREW (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-14	Series D-4 Convertible Preferred Stock	$	J	134500	Disposed		Common Stock (336250)	Indirect
2010-12-14	Series D-4 Convertible Preferred Stock	$	G	8012	Disposed		Common Stock (20030)	Indirect

Footnotes

F1: Andrew B. Balson is a managing director of Bain Capital Investors, LLC ("BCI"). BCI is the sole general partner of Bain Capital Partners VIII, L.P., which is the sole general partner of Bain Capital Fund VIII, L.P., which is the sole member of Bain Capital Fund VIII, LLC ("BCF").

F2: BCI is also the managing partner of BCIP Associates III, which is the sole manager of BCIP Associates III, LLC ("BCIP-A").

F3: BCI is also the managing partner of BCIP Trust Associates III, which is the sole manager of BCIP T Associates III, LLC ("BCIP-TA").

F4: BCI is also the managing partner of BCIP Associates III-B, which is the sole manager of BCIP Associates III-B, LLC ("BCIP-AB").

F5: BCI is also the managing partner of BCIP Trust Associates III-B, which is the sole manager of BCIP T Associates III-B, LLC ("BCIP-TAB").

F6: BCI is also the managing partner of BCIP Associates-G ("BCIP-AG" and together with BCF, BCIP-A, BCIP-TA, BCIP-AB and BCIP-TAB, the "Bain Entities").

F7: By virtue of the relationships described in the foregoing footnotes, Mr. Balson may be deemed to share voting and dispositive power with respect to all of the Issuer's securities held by the Bain Entities. Mr. Balson disclaims beneficial ownership of the Issuer's securities held by each of the Bain Entities except to the extent of his pecuniary interest therein.

F8: The Issuer's preferred stock reported herein is convertible at any time by the holder and has no expiration date, but is subject to mandatory conversion upon certain events. Each share of preferred stock reported herein is convertible into 2.5 shares of the Issuer's common stock (subject to certain adjustments) and will automatically convert into 2.5 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F9: On December 14, 2010, the Bain Entities distributed 142,512 shares of Series D-4 Convertible Preferred Stock to one or more members or partners of the Bain Entities in connection with certain charitable gifts made by such members or partners on December 14, 2010, including 8,012 shares of Series D-4 Convertible Preferred Stock to Mr. Balson, all of which were gifted by Mr. Balson to charity on December 14, 2010.