CORPAY, INC. — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLEETCOR TECHNOLOGIES INC (FLT)
CIK: 0001175454
Period of Report: 2017-02-17

Reporting Person: HAGERTY THOMAS M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	J	3224	—	Disposed	1667	Direct
2017-02-17	Common Stock	J	3224	—	Acquired	3224	Indirect

Footnotes

F1: Shares of the Issuer were issued to the Reporting Person in connection with the Reporting Person's service as a director of the Issuer. Pursuant to the operative agreements for Thomas H. Lee Equity Fund VI, L.P. ("Fund VI") and Thomas H. Lee Partners, L.P. ("THL Partners"), any securities issued to persons affiliated with and/or serving as a director of entities in which Fund VI has or could be deemed to have a direct or indirect interest (each, a "Covered Entity"), such as the Issuer, are to be held by THL Managers VI, LLC ("Managers VI"), to the extent permitted by the Covered Entity and/or the plan pursuant to which such securities were granted. The transfer of the shares by the Reporting Person referred to in this Form 4, and the related indirect acquisition of such shares also reported by the Reporting Person on this Form 4, are being effectuated as required by such operative agreements now that the restrictions on the shares have lapsed.

F2: Represents shares of the Issuer held by the Reporting Person directly which are being transferred for no consideration to Managers VI.

F3: Represents shares of the Issuer acquired by Managers VI from the Reporting Person. The Reporting Person is a Managing Director of THL Partners, which is the managing member of Managers VI. Therefore, the Reporting Person may be deemed to beneficially own the shares of the Issuer owned directly by Managers VI. The Reporting Person disclaims beneficial ownership of all shares of the Issuer owned by Managers VI, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for the purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.