CORPAY, INC. — Director's Dealing 2013

Mar 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLEETCOR TECHNOLOGIES INC (FLT)
CIK: 0001175454
Period of Report: 2013-03-12

Reporting Person: BALSON ANDREW (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-12	Common Stock	S	2261480	$70.55	Disposed	1886524	Indirect

Footnotes

F1: Andrew Balson is a Managing Director of Bain Capital Investors, LLC ("BCI"). 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"). On March 12, 2013, Fund VIII sold 2,170,549 shares of Common Stock. Following such sale, Fund VIII held 1,811,236 shares of Common Stock.

F2: BCI is also the managing partner of BCIP Associates III, which is the sole manager of BCIP Associates III, LLC ("BCIP-A"). On March 12, 2013, BCIP-A sold 48,010 shares of Common Stock. Following such sale, BCIP-A held 41,626 shares of Common Stock.

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"). On March 12, 2013, BCIP-TA sold 25,859 shares of Common Stock. Following such sale, BCIP-TA held 19,513 shares of Common Stock.

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"). On March 12, 2013, BCIP-AB sold 2,667 shares of Common Stock. Following such sale, BCIP-AB held 3,287 shares of Common Stock.

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"). On March 12, 2013, BCIP-TAB sold 13,757 shares of Common Stock. Following such sale, BCIP-TAB held 10,381 shares of Common Stock.

F6: BCI is also the managing partner of BCIP Associates-G ("BCIP-AG" and together with Fund VIII, BCIP-A, BCIP-TA, BCIP-AB and BCIP-TAB, the "Bain Entities"). On March 12, 2013, BCIP-AG sold 638 shares of Common Stock. Following such sale, BCIP-AG held 481 shares of Common Stock.

F7: By virtue of the relationships described in the foregoing footnotes, Mr. Balson may be deemed to beneficially own securities held by the Bain Entities. Mr. Balson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.