Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Clarke Ronald
2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2010
3. Issuer Name and Ticker or Trading Symbol
FLEETCOR TECHNOLOGIES INC [FLT]
(Last)
(First)
(Middle)
655 ENGINEERING DRIVE, SUITE 300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NORCROSS, GA 30092
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,932,692 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Preferred Stock   (2)   (2) Common Stock 254,807 $ (2) D  
Employee Stock Options 01/03/2009 01/03/2015 Common Stock 833,332 $ 2.308 D  
Employee Stock Options 11/07/2009 11/07/2015 Common Stock 500,000 $ 5.2 D  
Employee Stock Options   (3) 06/17/2019 Common Stock 750,000 $ 10 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clarke Ronald
655 ENGINEERING DRIVE
SUITE 300
NORCROSS, GA 30092
  X     CEO & President  

Signatures

/s/ Sean Bowen, under POA 12/14/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 1,250,000 shares of restricted stock that vested upon the issuer's initial public offering.
(2) Immediately prior to the closing of the issuer's initial public offering, all of issuer's outstanding preferred stock will be converted into issuer common stock in accordance with the terms disclosed in the issuer's Registration Statement dated December 14, 2010.
(3) Option vested as to 337,500 shares; option for remaining shares will vest as follows: on June 17, 2011 as to 168,750 shares, on June 17, 2012 as to 168,750 shares and on June 17, 2013 as to 75,000 shares.

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