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SEC FORM 3/A SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Clarke Ronald

(Last)

(First)

(Middle)

655 ENGINEERING DRIVE

SUITE 300

(Street)

NORCROSS

30092

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2010

3. Issuer Name and Ticker or Trading Symbol
FLEETCOR TECHNOLOGIES INC [ FLT ]

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 of Original Filed (Month/Day/Year)
12/14/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	3,641,026⁽¹⁾⁽²⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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⁾	06/17/2009	Common Stock	750,000	10	D
Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	254,807	⁽⁴⁾	D

Explanation of Responses:

1. Includes 1,125,000 shares of restricted stock that vested upon the issuer's initial public offering. Quantity of Reporting Person's restricted shares that vested on the occurence of the issuer's initial public offering was based upon the price of the shares at the initial public offering. The 125,000 share reduction indicated on the Form 3/A filed on December 14, 2010 was based upon the $23 offering price being at a threshold below what was required for the 125,000 share additional award of restricted stock. Additionally, both the original Form 3 and Form 3/A failed to include an award by the board just prior to SEC effectiveness of 833,334 shares of restricted stock subject to the vesting conditions set forth in the next footnote.

2. The 833,334 shares of restricted stock will vest as follows: as to 416,667 shares, 20% of the shares will vest on each of July 1, 2011, 2012, 2013, 2014 and 2015; and, as to the performance-based award of 416,667 shares, 20% of which will vest upon the Issuer's common stock reaching, for a 30 day period, each of 1.25, 1.50, and 1.75 times the initial public offering price (for a total of 60%) and 40% of which will vest upon the Issuer's common stock reaching for a 30 day trading period, 2.00 times the public offering price.

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.

4. 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.

Remarks:

	/s/ Sean Bowen, under Power of Attorney	12/21/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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