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* Smith Richard A (Last) (First) (Middle) C/O MARK D. BALK, GOULSTON & STORRS, PC 400 ATLANTIC AVENUE (Street) BOSTON MA 02110 (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) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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	9,353,417(1)	I	By Chestnut Hill Ventures LLC(2)
Common Stock	625,000	I	By Trust UWO Philip Smith FBO Richard A. Smith

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

2. These shares are owned directly by Chestnut Hill Fuel, LLC, which is a direct wholly owned subsidiary of GCC Investments, LLC, which is a direct and indirect wholly owned subsidiary of Chestnut Hill Ventures LLC.

	David L. Coombs, as Attorney-in-Fact	12/14/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

In connection with the ownership, acquisition or disposition of
securities of FleetCor Technologies, Inc. (or any other
securities issued in respect thereof), the undersigned hereby
appoints Timothy B. Bancroft, David L. Coombs and each other
attorney with Goulston & Storrs, P.C., or any of them, its agent
to obtain from the Electronic Data Gathering and Retrieval
system of the United States Securities and Exchange Commission
("SEC") the unique identifiers required to make electronic
filings with the SEC, and to make, subject to the approval of
the undersigned, any electronic filings (or amendments thereto)
pursuant to Sections 13 or 16 of the Securities Exchange Act of
1934, as amended.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 14th day of December, 2010.

/s/ Richard A. Smith
Richard A. Smith



COMMONWEALTH OF MASSACHUSETTS


Location: Norfolk County, Massachusetts, USA
December 14, 2010


On this 14th day of December, 2010, before me, the undersigned
notary public, personally appeared Richard A. Smith, proved to
me though satisfactory identification, which was [driver's
license] or [based on the undersigned's personal knowledge of
the identity of the principal], to be the person whose name is
signed on the preceding or attached document, and acknowledged
to me that he signed it voluntarily for its stated purpose.

/s/ Jessica M. Baldino
Notary Public
My Commission Expires:  July 15, 2016