CORPAY, INC. — Director's Dealing 2010

Dec 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLEETCOR TECHNOLOGIES INC (FLT)
CIK: 0001175454
Period of Report: 2010-12-20

Reporting Person: SUMMIT PARTNERS L P (Manager of GP of 10% owner.)
Reporting Person: SUMMIT PARTNERS VI GP LLC (Manager of GP of 10% owner.)
Reporting Person: SUMMIT PARTNERS VI GP LP (Manager of GP of 10% owner.)
Reporting Person: STAMPS WOODSUM & CO IV (Manager of GP of 10% owner.)
Reporting Person: SUMMIT PARTNERS SD II LLC (Manager of GP of 10% owner.)
Reporting Person: Summit Partners PE VII, LLC (Manager of GP of 10% owner.)
Reporting Person: Summit Partners PE VII, L.P. (Manager of GP of 10% owner.)
Reporting Person: Summit Investors Management, LLC (Manager of GP of 10% owner.)
Reporting Person: MANNION MARTIN J (Manager of GP of 10% owner.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-20	Common Stock	C	8634619	—	Acquired	24750066	Indirect
2010-12-20	Common Stock	C	4283332	—	Acquired	29033398	Indirect
2010-12-20	Common Stock	S	5993228	$21.56	Disposed	23040170	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-20	Series D-3 Convertible Preferred Stock	$	C	3453848	Disposed		Common Stock (8634619)	Indirect
2010-12-20	Series E Convertible Preferred Stock	$	C	1713333	Disposed		Common Stock (4283332)	Indirect

Footnotes

F1: Represents shares acquired by the following entities upon conversion of the Series D-3 Convertible Preferred Stock: 5,842,167 in the name of Summit Ventures VI-A, L.P., 121,500 in the name of Summit VI Advisors Fund, L.P., 186,545 in the name of Summit VI Entrepreneurs Fund, L.P., 2,436,417 in the name of Summit Ventures VI-B, L.P., and 47,990 in the name of Summit Investors VI, L.P.

F2: Represents shares held by the following entities: 16,497,909 in the name of Summit Ventures VI-A, L.P., 343,110 in the name of Summit VI Advisors Fund, L.P., 526,790 in the name of Summit VI Entrepreneurs Fund, L.P., 6,880,287 in the name of Summit Ventures VI-B, L.P., 137,835 in the name of Summit Investors VI, L.P., and 364,135 in the name of Summit Subordinated Debt Fund II, L.P.

F3: Represents shares acquired by the following entities upon conversion of the Series E Convertible Preferred Stock: 305 in the name of Summit Investors VI, L.P., 63,020 in the name of Summit Subordinated Debt Fund II, L.P., 2,626,060 in the name of Summit Partners Private Equity Fund VII-A, L.P., 1,577,252 in the name of Summit Partners Private Equity Fund VII-B, L.P., 15,110 in the name of Summit Investors I, LLC and 1,585 in the name of Summit Investors I (UK), L.P.

F4: Represents shares held by the following entities: 16,497,909 in the name of Summit Ventures VI-A, L.P., 343,110 in the name of Summit VI Advisors Fund, L.P., 526,790 in the name of Summit VI Entrepreneurs Fund, L.P., 6,880,287 in the name of Summit Ventures VI-B, L.P., 138,140 in the name of Summit Investors VI, L.P., 427,155 in the name of Summit Subordinated Debt Fund II, L.P., 2,626,060 in the name of Summit Partners Private Equity Fund VII-A, L.P., 1,577,252 in the name of Summit Partners Private Equity Fund VII-B, L.P., 15,110 in the name of Summit Investors I, LLC and 1,585 in the name of Summit Investors I (UK), L.P.

F5: Represents shares sold by the following entities: 3,405,585 sold by Summit Ventures VI-A, L.P., 70,826 sold by Summit VI Advisors Fund, L.P., 108,743 sold by Summit VI Entrepreneurs Fund, L.P.,1,420,265 sold by Summit Ventures VI-B, L.P., 28,516 sold by Summit Investors VI, L.P., 88,175 sold by Summit Subordinated Debt Fund II, L.P., 542,086 sold by Summit Partners Private Equity Fund VII-A, L.P., 325,585 sold by Summit Partners Private Equity Fund VII-B, L.P., 3,119 sold by Summit Investors I, LLC and 328 sold by Summit Investors I (UK), L.P.

F6: Represents shares held by the following entities: 13,092,324 in the name of Summit Ventures VI-A, L.P., 272,284 in the name of Summit VI Advisors Fund, L.P., 418,047 in the name of Summit VI Entrepreneurs Fund, L.P., 5,460,022 in the name of Summit Ventures VI-B, L.P., 109,624 in the name of Summit Investors VI, L.P., 338,980 in the name of Summit Subordinated Debt Fund II, L.P., 2,083,974 in the name of Summit Partners Private Equity Fund VII-A, L.P., 1,251,667 in the name of Summit Partners Private Equity Fund VII-B, L.P., 11,991 in the name of Summit Investors I, LLC and 1,257 in the name of Summit Investors I (UK), L.P.

F7: The Series D-3 Convertible Preferred Stock converted into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one basis, and had no expiration date.

F8: The Series E Convertible Preferred Stock converted into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one basis, and had no expiration date.