|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BALSON ANDREW C/O BAIN CAPITAL INVESTORS, LLC JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON, MA 02116 |
X | |||
| /s/ Andrew Balson | 12/05/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of Common sold in an underwritten secondary offering (the "Offering"). |
| (2) | Represents shares of Common Stock repurchased (the "Repurchase") by Fleetcor Technologies, Inc. |
| (3) | 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., which is the sole general partner of Bain Capital Fund VIII, L.P., which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). On December 3, 2012, Fund VIII sold 1,248,048 shares of Common Stock in the Offering and 1,387,148 shares of Common Stock in the Repurchase. Following such sale, Fund VIII held 4,211,464 shares of Common Stock. |
| (4) | BCI is also the managing partner of BCIP Associates III, which is the sole manager of BCIP Associates III, LLC ("BCIP-A"). On December 3, 2012, BCIP-A sold 27,943 shares of Common Stock in the Offering and 31,880 shares of Common Stock in the Repurchase . Following such sale, BCIP-A held 96,788 shares of Common Stock. |
| (5) | 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 December 3, 2012 BCIP-TA sold 15,515 shares of Common Stock in the Offering and 14,944 shares of Common Stock in the Repurchase. Following such sale, BCIP-TA held 45,372 shares of Common Stock. |
| (6) | 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 December 3, 2012 BCIP-AB sold 1,600 shares of Common Stock in the Offering and 2,517 shares of Common Stock in the Repurchase. Following such sale, BCIP-AB held 7,643 shares of Common Stock. |
| (7) | 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 December 3, 2012 BCIP-TAB sold 8,254 shares of Common Stock in the Offering and 7,950 shares of Common Stock in the Repurchase. Following such sale, BCIP-TAB held 24,138 shares of Common Stock. |
| (8) | 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 December 3, 2012 BCIP-AG sold 383 shares of Common Stock in the Offering and 369 shares of Common Stock in the Repurchase. Following such sale, BCIP-TAB held 1,119 shares of Common Stock. |
| (9) | 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. |