CORPAY, INC. — Major Shareholding Notification 2011

Jun 24, 2011

PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.1 ) 1

FleetCor Technologies, Inc.

(Name of issuer)

Common Stock, par value $0.001

(Title of class of securities)

339041105

(CUSIP number)

June 14, 2011

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

(Continued on the following pages)

(Page 1 of 16 Pages)

| 1 |
| --- |
| The information required on the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes) . |

Folio /Folio

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 2 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		3,897,425
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		3,897,425
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,897,425
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.87%
12	TYPE OF REPORTING PERSON*
	CO, IA

SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 3 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ACEE III GP Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Massachusetts
	5	SOLE VOTING POWER
NUMBER OF		3,854,339
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		3,854,339
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,854,359
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.81%
12	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 4 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Massachusetts
	5	SOLE VOTING POWER
NUMBER OF		3,859,157
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		3,859,157
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,859,187
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.82%
12	TYPE OF REPORTING PERSON*
	PN

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 5 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Central and Eastern Europe III Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		1,581,055
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,581,055
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,581,055
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.97%
12	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 6 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Central and Eastern Europe III-A Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		1,212,224
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,212,224
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,212,224
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.51%
12	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 7 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Central and Eastern Europe III-B Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		172,416
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		172,416
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	172,416
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.22%
12	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 8 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Central and Eastern Europe III-C Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		234,445
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		234,445
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	234,445
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.29%
12	TYPE OF REPORTING PERSON*
	PN

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 9 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Central and Eastern Europe III-D Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		355,775
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		355,775
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	355,775
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.44%
12	TYPE OF REPORTING PERSON*
	PN

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 10 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Central and Eastern Europe III-E Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		298,424
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		298,424
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	298,424
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.37%
12	TYPE OF REPORTING PERSON*
	PN

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 11 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Partners ACEE III Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		38,268
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		38,268
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	38,268
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.05%
12	TYPE OF REPORTING PERSON*
	PN

PAGEBREAK

CUSIP No. 339041105 Schedule 13G Page 12 of 16

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Partners III Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5	SOLE VOTING POWER
NUMBER OF		4,818
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		4,818
WITH	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,818
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.01%
12	TYPE OF REPORTING PERSON*
	PN

PAGEBREAK

CUSIP NO. 339041105 Schedule 13G Page 13 of 16

Item 1 .

(a) (b) This statement on Schedule 13G/A relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in FleetCor Technologies, Inc. a Delaware corporation (the “Corporation”). The address of the principal executive office of the Corporation is 655 Engineering Drive Suite 300, Norcross, GA 30092-2830.

Item 2 .

(a) (b) (c) This statement is being filed by the following entities:

(1)	Advent International Corporation, a Delaware corporation;
(2)	ACEE III GP Limited Partnership, a Massachusetts limited
partnership;
(3)	Advent International LLC, a Massachusetts limited corporation;
(4)	Advent Central and Eastern Europe III Limited Partnership, a
Delaware limited partnership;
(5)	Advent Central and Eastern Europe III-A Limited Partnership, a
Delaware limited partnership;
(6)	Advent Central and Eastern Europe III-B Limited Partnership, a
Delaware limited partnership;
(7)	Advent Central and Eastern Europe III-C Limited Partnership, a
Delaware limited partnership;
(8)	Advent Central and Eastern Europe III-D Limited Partnership, a
Delaware limited partnership;
(9)	Advent Central and Eastern Europe III-E Limited Partnership, a
Delaware limited partnership;
(10)	Advent Partners ACEE III Limited Partnership, a Delaware limited
Partnership;
(11)	Advent Partners III Limited Partnership, a Delaware limited
partnership.

The entities listed in subparagraph (1) through (11) above are herein collectively referred to as the “Reporting Persons” and individually as a “Reporting Person.” The principal business address of all of the Reporting Persons is c/o Advent International Corporation, 75 State Street, Boston, MA 02109.

(d) (e) This statement relates to the Common Stock, par value $0.001 per share, (the “Common Stock”) of the Corporation named in Item 1 of this statement. The CUSIP number associated with such Common Stock is 339041105.

Folio /Folio

PAGEBREAK

CUSIP NO. 339041105 Schedule 13G Page 14 of 16

Item 3 . Filing pursuant to Rule 13d-1(b), or 13d-2(b) or (c) .

This statement is not being filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c). This statement is being filed pursuant to rule 13d-1(c).

Item 4 . Ownership .

(a) (b) The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this statement (based upon 80,083,128 shares of Common Stock outstanding as of May 10, 2011). The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3(d)(1).

		Percentage — Of Shares	Number of Shares — Sold in
Reporting Person	Common	Outstanding	Past 60 Days
Advent International Corporation
(1)(2)(3)(4)	3,897,425	4.87 %	194,500
ACEE III GP Limited Partnership (1)(2)	3,854,339	4.81 %	192,350
Advent International LLC (1)(2)	3,859,157	4.82 %	192,590
Advent Central and Eastern Europe III
Limited Partnership (2)	1,581,055	1.97 %	78,902
Advent Central and Eastern Europe III-A
Limited Partnership (2)	1,212,224	1.51 %	60,496
Advent Central and Eastern Europe III-B
Limited Partnership (2)	172,416	0.22 %	8,604
Advent Central and Eastern Europe III-C
Limited Partnership (2)	234,445	0.29 %	11,700
Advent Central and Eastern Europe III-D
Limited Partnership (2)	355,775	0.44 %	17,755
Advent Central and Eastern Europe III-E
Limited Partnership (2)	298,424	0.37 %	14,893
Advent Partners ACEE III Limited
Partnership (3)	38,268	0.05 %	1,910
Advent Partners III Limited Partnership
(4)	4,818	0.01 %	240
Total Group	3,897,425	4.87 %	194,500

| (1) | Advent International Corporation (“AIC”) is the Manager of Advent International LLC
(“AI LLC”) which in turn is the General Partner of ACEE III GP (“ACEE III GP”) Limited Partnership
which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the sole
power to vote and dispose of the securities owned by the indicated Reporting Persons. The
beneficial ownership of AIC, AI LLC and ACEE III GP derive from such power. |
| --- | --- |
| (2) | Advent International Corporation (“AIC”) is the Manager of Advent International LLC (“AI
LLC”), which in turn is the General Partner of ACEE III GP Limited Partnership (“ACEE III GP”)
which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the sole
power to vote and dispose of the securities of Advent Central and Eastern Europe III Limited
Partnership, Advent Central and Eastern Europe III-A Limited Partnership, Advent Central and
Eastern Europe III-B Limited Partnership, Advent Central and Eastern Europe III-C Limited
Partnership, Advent Central and Eastern Europe III-D Limited |

Folio /Folio

PAGEBREAK

CUSIP NO. 339041105 Schedule 13G Page 15 of 16

| | Partnership, Advent Central and Eastern Europe III-E Limited Partnership. The beneficial
ownership of AIC, AI LLC and ACEE III GP derive from such power. |
| --- | --- |
| (3) | Advent International Corporation (“AIC”) is the General Partner of the indicated Reporting
Person. As such, AIC has the power to vote and dispose of the securities of Advent Partners ACEE
III Limited Partnership. The beneficial ownership of AIC derives from such power. |
| (4) | Advent International Corporation (“AIC”) is the Manager of Advent International LLC (“AI
LLC”), which in turn is the General Partner of the indicated Reporting Person. As such, AIC has
the sole power to vote and dispose of the securities of Advent Partners III Limited Partnership.
The beneficial ownership of AIC and AI LLC derives from such power. |

Item 5 . Ownership of Five Percent or Less of a Class .

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

Item 6 . Ownership of More than Five Percent on Behalf of Another Person .

Not applicable.

Item 7 . Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company .

Not applicable.

Item 8 . Identification and Classification of Members of the Group .

Not applicable.

Item 9 . Notice of Dissolution of Group .

Not applicable.

Item 10 . Certification .

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Folio /Folio

PAGEBREAK

CUSIP NO. 339041105 Schedule 13G Page 16 of 16

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 24, 2011

Advent Central & Eastern Europe III Limited Partnership Advent Central & Eastern Europe III-A Limited Partnership Advent Central & Eastern Europe III-B Limited Partnership Advent Central & Eastern Europe III-C Limited Partnership Advent Central & Eastern Europe III-D Limited Partnership Advent Central & Eastern Europe III-E Limited Partnership

By: ACEE III GP Limited Partnership, General Partner By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Anna J. Guerin, Attorney*

Advent Partners ACEE III Limited Partnership By: Advent International Corporation, General Partner By: Anna J. Guerin, Attorney *

Advent Partners III Limited Partnership By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Anna J. Guerin, Attorney*

ADVENT INTERNATIONAL CORPORATION By: Anna J. Guerin, Attorney*

*For all of the above:

| /s/
Anna J. Guerin |
| --- |
| Anna J. Guerin, Attorney |

Folio /Folio