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: BAIN CAPITAL INVESTORS LLC (10% Owner)
Reporting Person: BAIN CAPITAL PARTNERS VIII, L.P. (10% Owner)
Reporting Person: BAIN CAPITAL FUND VIII, L.P. (10% Owner)
Reporting Person: Bain Capital Fund VIII, LLC (10% Owner)
Reporting Person: BCIP Associates III (10% Owner)
Reporting Person: BCIP Associates III, LLC (10% Owner)
Reporting Person: BCIP Trust Associates III (10% Owner)
Reporting Person: BCIP T Associates III, LLC (10% Owner)
Reporting Person: BCIP Associates III-B (10% Owner)
Reporting Person: BCIP Associates III-B, LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-14	Series D-4 Convert Pref. Stock, par value $0.001 per share	$	J	142512	Disposed		Common Stock (356280)	Indirect

Footnotes

F1: Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P. ("BCF VIII"), which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). As a result, each of BCI, BCP VIII and BCF VIII may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund VIII. Each of BCI, BCP VIII and BCF VIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F2: BCI is also the managing partner of BCIP Associates III ("BCIP-A"), which is the sole manager of BCIP Associates III, LLC ("BCIP-A Fund"). As a result, each of BCI and BCIP-A may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-A Fund. Each of BCI and BCIP-A disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F3: BCI is also the managing partner of BCIP Trust Associates III ("BCIP-TA"), which is the sole manager of BCIP T Associates III, LLC ("BCIP-TA Fund"). As a result, each of BCI and BCIP-TA may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-TA Fund. Each of BCI and BCIP-TA disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F4: BCI is also the managing partner of BCIP Associates III-B ("BCIP-AB"), which is the sole manager of BCIP Associates III-B, LLC ("BCIP-AB Fund"). As a result, each of BCI and BCIP-AB may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-AB Fund. Each of BCI and BCIP-AB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F5: BCI is also the managing partner of BCIP Trust Associates III-B ("BCIP-TAB"), which is the sole manager of BCIP T Associates III-B, LLC ("BCIP-TAB Fund"). As a result, each of BCI and BCIP-TAB may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-TAB Fund. Each of BCI and BCIP-TAB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F6: BCI is also the managing partner of BCIP Associates-G ("BCIP-AG" and together with Fund VIII, BCIP-A Fund, BCIP-TA Fund, BCIP-AB Fund and BCIP-TAB Fund, the "Bain Entities"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-AG. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F7: 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.

F8: 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.