| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/14/2010 |
3. Issuer Name and Ticker or Trading Symbol
FLEETCOR TECHNOLOGIES INC [ FLT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 16,115,447(1) | I | See remarks. |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Series D-3 Convertible Preferred Stock | 06/29/2005 | (2) | Common Stock | 8,634,619(3) | (2) | I | See remarks. |
| Series E Convertible Preferred Stock | 03/30/2009 | (4) | Common Stock | 4,283,332(5) | (4) | I | See remarks. |
| Explanation of Responses: |
| 1. Shares are held as follows: 10,655,742 in the name of Summit Ventures VI-A, L.P., 221,610 in the name of Summit VI Advisors Fund, L.P., 340,245 in the name of Summit VI Entrepreneurs Fund, L.P., 4,443,870 in the name of Summit Ventures VI-B, L.P., 89,845 in the name of Summit Investors VI, L.P., and 364,135 in the name of Summit Subordinated Debt Fund II, L.P. |
| 2. The Series D-3 Convertible Preferred Stock is convertible into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one and has no expiration date. |
| 3. The shares underlying the Series D-3 Convertible Preferred Stock are held as follows: 5,842,167 in the name of Summit Ventures VI-A, L.P., 121,500 in the name of Summit VI Advisors Fund, L.P., 186,545 in the name of Summit VI Entrepreneurs Fund, L.P., 2,436,417 in the name of Summit Ventures VI-B, L.P., and 47,990 in the name of Summit Investors VI, L.P. |
| 4. The Series E Convertible Preferred Stock is convertible into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one basis and has no expiration date. |
| 5. The shares underlying the Series E Convertible Preferred Stock are held as follows: 305 in the name of Summit Investors VI, L.P., 63,020 in the name of Summit Subordinated Debt Fund II, L.P., 2,626,060 in the name of Summit Partners Private Equity Fund VII-A, L.P., 1,577,252 in the name of Summit Partners Private Equity Fund VII-B, L.P., 15,110 in the name of Summit Investors I, LLC and 1,585 in the name of Summit Investors I (UK), L.P. |
| Remarks: |
| The entities mentioned in Footnotes 1, 3 and 5 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P.; (ii) the managing member of Stamps, Woodsum & Co. IV, which is the managing member of Summit Partners SD II, LLC, which is the general partner of Summit Subordinated Debt Fund II, L.P.; (iii) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (iv) the manager of Summit Investors Management, LLC, which is manager of Summit Investors I, LLC and the general partner of Summit Investors I (UK), L.P. Summit Partners, L.P., through a two-person investment committee, has voting and dispositive authority over the shares held by the Summit Entities, and therefore may beneficially own such shares. Mr. Carroll is a member of the general partner of Summit Partners, L.P. Mr. Carroll disclaims beneficial ownership of shares, and this report shall not be deemed an admission that Mr. Carroll is the beneficial owner of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of Mr. Carroll's pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Robin W. Devereux, 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
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robin W. Devereux his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself or herself individually or on behalf of each of any affiliate of Summit Partners, L.P. that is not a portfolio company, including without limitation those entities listed on the attached Exhibit A, on matters relating to:
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(a)
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Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 144 promulgated under the Securities Act of 1933, as amended (the “33 Act”) and any and all regulations promulgated thereunder, including filings with the Securities and Exchange Commission pursuant thereto;
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(b)
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any written ballot or proxy with respect to any investment securities owned beneficially or of record by any such entities;
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(c)
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such filings required pursuant to the Internal Revenue Code of 1986, as amended, and any related regulations, pertaining to such entities
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(d)
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economic exhibits relating to such entities; and
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(e)
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the PATRIOT Act.
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and to file the same, with all exhibits thereto, and any other documents in connection therewith, with, as applicable, (i) the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, and/or (ii) the Internal Revenue Service, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Said attorney-in-fact is entitled to amend Exhibit A from time to time to reflect additional affiliates of Summit Partners, L.P. that are not portfolio companies.
The undersigned hereby acknowledges that this Power of Attorney supercedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.
[Exhibit A and Signature Pages Follow]
Power of Attorney
Exhibit A
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HKL I Partners
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Summit Accelerator Management, LLC
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HKL I, LLC
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Summit Accelerator Management, L.P.
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SD II Bennington Blocker Corp.
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Summit Accelerator Partners, LLC
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SD II Eyeglass Blocker Corp.
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Summit Accelerator Partners, L.P.
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SD II Eyeglass Holdings, L.P.
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Summit Founders' Fund II, L.P.
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SD III-B Nomacorc Blocker Corp.
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Summit Founders' Fund, L.P.
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SD III-B Nomacorc Holdings, L.P.
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Summit GmbH & Co. Beteiligungs KG
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SD III-B Tippmann Blocker Corp.
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Summit Incentive Plan II, L.P.
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SD III-B Tippmann Holdings, L.P.
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Summit Incentive Plan, L.P.
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SD III-B Tivoli Blocker Corp.
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Summit Investment Holdings Trust
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SD III-B Tivoli Holdings, L.P.
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Summit Investment Holdings Trust II
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SD III-B TUI Blocker Corp.
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Summit Investors (SAF) IV, L.P.
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SD III-B TUI Holdings, L.P.
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Summit Investors Holdings Trust
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SDIII-B Focus Blocker Corp.
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Summit Investors I (UK), L.P.
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SDIII-B Focus Holdings, L.P.
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Summit Investors I, LLC
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Shearson Summit Partners Management, L.P.
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Summit Investors II, L.P.
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SP (1984), L.P.
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Summit Investors III, L.P.
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SP PE VII-B Announce Blocker Corp.
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Summit Investors Management, LLC
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SP PE VII-B Announce Holdings, L.P.
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Summit Investors VI, L.P.
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SP PE VII-B Nomacorc Holdings, L.P.
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Summit Investors, L.P.
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SP VC II-B TMFS Blocker Corp.
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Summit LogistiCare LLC
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SP VC II-B TMFS Holdings, L.P.
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Summit Master Company, LLC
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Sparta Holding Corporation
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Summit Parners III S.a.r.l.
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SPPE VII-B Aurora Blocker Corp.
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Summit Partner PE VII, LLC
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SPPE VII-B Aurora Holdings, L.P.
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Summit Partner PE VII, L.P.
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SPPE VII-B CD Blocker Corp.
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Summit Partners Blocker, Inc.
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SPPE VII-B Champion Blocker Corp.
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Summit Partners Europe Private Equity Fund, L.P.
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SPPE VII-B Nomacorc Blocker Corp.
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Summit Partners Europe, L.P.
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SPPE VII-B SUN Blocker Corp.
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Summit Partners Europe, LTD.
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SPPE VII-B SUN Holdings, L.P.
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Summit Partners F.F. Corp.
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SPPE VII-B TUI Blocker Corp.
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Summit Partners Holdings, L.P.
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SPPE VII-B TUI Holdings, L.P.
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Summit Partners II S.a.r.l.
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SPVCII-B Anesthetix Blocker Corp.
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Summit Partners II, L.P.
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SPVCII-B LiveOffice Blocker Corp.
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Summit Partners III, L.P.
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Stamps, Woodsum & Co.
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Summit Partners IV, L.P.
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Stamps, Woodsum & Co. II
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Summit Partners, LLC
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Stamps, Woodsum & Co. III
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Summit Partners Private Equity Fund VII-A, L.P.
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Stamps, Woodsum &Co. IV
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Summit Partners Private Equity Fund VII-B, L.P.
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Summit Accelerator Founders' Fund, L.P.
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Summit Partners S.a.r.l.
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Summit Accelerator Fund, L.P.
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Summit Partners SD II, LLC
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Power of Attorney
Exhibit A
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Summit Partners SD III, L.P.
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Summit Ventures V, L.P.
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Summit Partners SD III, LLC
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Summit Ventures VI-A, L.P.
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Summit Partners SD IV, LLC
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Summit Ventures VI-B HCP Blocker Corp.
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Summit Partners SD IV, LP
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Summit Ventures VI-B HCP, L.P.
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Summit Partners SD IV-A, LP
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Summit Ventures VI-B, L.P.
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Summit Partners SD IV-B, LP
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Summit Ventures, L.P.
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Summit Partners SD, L.P.
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Summit Verwaltings GmbH
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Summit Partners V S.a.r.l.
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Summit VI Advisors Fund, L.P.
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Summit Partners V, L.P.
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Summit VI Entrepreneurs Fund L.P.
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Summit Partners VC II LLC
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Summit/CAM Holdings, LLC
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Summit Partners VC II LP
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Summit/Meditech LLC
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Summit Partners Venture Capital Fund II-A, L.P.
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Summit/Sun Holdings, LLC
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Summit Partners Venture Capital Fund II-B, L.P.
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SV Eurofund, C.V.
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Summit Partners VI (GP), L.P.
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SV International, L.P.
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Summit Partners VI (GP), LLC
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SV VI -B Eyeglass Common Blocker Corp.
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Summit Partners VI-A France
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SV VI -B Eyeglass Preferred Blocker Corp.
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Summit Partners VI-A S.a.r.l.
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SV VI B Tippmann Common Blocker Corp.
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Summit Partners VI-B France
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SV VI B Tippmann Preferred Blocker Corp.
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Summit Partners VI-B S.a.r.l.
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SV VI Tippmann Holdings. L.P.
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Summit Partners VII-A S.a.r.l.
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SV VI-B Aurora Blocker Corp.
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Summit Partners VII-B S.a.r.l.
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SV VI-B Aurora Holdings, L.P.
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Summit Partners VIII S.a.r.l.
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SV VI-B Bennington Blocker Corp.
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Summit Partners, L.P.
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SV VI-B Bennington Holdings, L.P.
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Summit Partners, LP Profit Sharing Plan and Trust
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SV VI-B CAM Blocker Corp.
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Summit Partners, LP Savings and Investment Plan
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SV VI-B CAM Holdings, L.P.
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Summit Partners, Ltd.
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SV VI-B CD Blocker Corp.
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Summit Retained Earnings, L.P.
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SV VI-B CD Holdings, L.P.
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Summit Subordinated Debt Fund II, L.P.
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SV VI-B Commnet Common Blocker Corp.
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Summit Subordinated Debt Fund III-A, L.P.
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SV VI-B Commnet Holdings, L.P.
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Summit Subordinated Debt Fund III-B, L.P.
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SV VI-B Commnet Preferred Blocker Corp.
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Summit Subordinated Debt Fund, L.P.
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SV VI-B Eyeglass Holdings, L.P.
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Summit TRI, L.P.
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SV VI-B Focus Blocker Corp.
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Summit UK Advisory LLC
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SV VI-B Focus Holdings, L.P
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Summit V Advisors Fund QP, L.P.
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SV VI-B LiteCure Blocker Corp.
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Summit V Advisors Fund, L.P.
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SV VI-B LiteCure, L.P.
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Summit V Companion Fund, L.P.
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SV VI-B Tippmann Holdings. L.P.
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Summit Ventures II, L.P.
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SV VI-B Tivoli Blocker Corp.
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Summit Ventures III, L.P.
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SV VI-B Tivoli Holdings, LP
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Summit Ventures IV, L.P.
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SWC Holdings CO.
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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 27 day of August, 2008.
/s/Gregory M. Avis
Gregory M. Avis
State of California )
) ss:
County of San Mateo )
On this 27 day of August, 2008, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Lisa Franco
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/John R. Carroll
John R. Carroll
Commonwealth of Massachusetts)
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came John R. Carroll, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
/s/Peter Y. Chung
Peter Y. Chung
State of California )
) ss:
County of San Mateo )
On this 18 day of August, 2008, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5 day of Sept., 2008.
/s/Scott C. Collins
Scott C. Collins
Kingdom of England )
) ss:
City of London )
On this 5th day of September, 2008, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Edward Gardiner
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Christopher J. Dean
Christopher J. Dean
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Christopher J. Dean, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Bruce R. Evans
Bruce R. Evans
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
/s/Charles J. Fitzgerald
Charles J. Fitzgerald
State of California )
) ss:
County of San Mateo )
On this 18 day of August, 2008, before me personally came Charles J. Fitzgerald, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of August, 2008.
/s/Craig D. Frances
Craig D. Frances
State of California )
) ss:
County of San Mateo )
On this 21 day of August, 2008, before me personally came Craig D. Frances, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Thomas H. Jennings
Thomas H. Jennings
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Thomas H. Jennings, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
/s/Walter G. Kortschak
Walter G. Kortschak
State of California )
) ss:
County of San Mateo )
On this 18 day of August, 2008, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Elisa Leonhardt
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of September, 2008.
/s/Sotiris T. Lyritzis
Sotiris T. Lyritzis
Kingdom of England )
) ss:
City of London )
On this 5th day of September, 2008, before me personally came Sotiris T. Lyritzis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Edward Gardiner
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Martin J. Mannion
Martin J. Mannion
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of August, 2008.
/s/Harrison B. Miller
Harrison B. Miller
State of California )
) ss:
County of San Mateo )
On this 12 day of August, 2008, before me personally came Harrison B. Miller, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Lisa Franco
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Kevin P. Mohan
Kevin P. Mohan
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Thomas S. Roberts
Thomas S. Roberts
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10 day of September, 2008.
/s/E. Roe Stamps
E. Roe Stamps
State of Florida )
) ss:
County of Monroe )
On this 10 day of September, 2008, before me personally came E. Roe Stamps, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Joanne Muniz
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Joseph F. Trustey
Joseph F. Trustey
Commonwealth of Massachusetts )
) ss:
County of Suffolk )
On this 15 day of September, 2008, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
/s/Stephen G. Woodsum
Stephen G. Woodsum
Commonwealth of Massachusetts )
) ss:
Country of Suffolk )
On this 15 day of September, 2008, before me personally came
Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Peter Danbridge
Notary Public
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of December, 2010.
/s/Joseph J. Kardwell
Joseph J. Kardwell
Commonwealth of Massachusetts )
) ss:
Country of Suffolk )
On this 9 day of December, 2010, before me personally came Joseph J. Kardwell, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
[Notary Seal]
/s/Ma Laarni Canoy
Notary Public