UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
|
Fleetcor Technologies Inc.
|
|
(Name of Issuer)
|
|
Common Stock, $0.001 par value
|
|
(Title of Class of Securities)
|
|
339041105
|
|
(CUSIP Number)
|
|
December 31, 2010
|
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 339041105
|
13G
|
Page 2 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 3 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners VI (GP), LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 4 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners VI (GP), L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 5 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Ventures VI-A, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 6 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Ventures VI-B, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 7 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit VI Advisors Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 8 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit VI Entrepreneurs Fund, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 9 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors VI, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 10 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Stamps, Woodsum & Co. IV
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts general partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 11 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners SD II, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 12 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Subordinated Debt Fund II, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 13 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners PE VII, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 14 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners PE VII, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 15 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners Private Equity Fund VII-A, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 16 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Partners Private Equity Fund VII-B, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 17 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors Management, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 18 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors I, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 19 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Summit Investors I (UK), L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman exempted limited partnership
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 20 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Martin J. Mannion
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|||
|
CUSIP No. 339041105
|
13G
|
Page 21 of 54 Pages
|
|
1
|
NAME OF REPORTING PERSON
Bruce R. Evans
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) o
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0 shares
|
||
|
6
|
SHARED VOTING POWER
23,040,170 shares
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
|||
|
8
|
SHARED DISPOSITIVE POWER
23,040,170 shares
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,040,170 shares
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|||
Schedule 13G
|
Item 1(a).
|
Name of Issuer: Fleetcor Technologies Inc.
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices: 655 Engineering Drive, Suite 300, Norcross, GA 30092
|
|
Item 2(a).
|
Names of Persons Filing: Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Stamps, Woodsum & Co. IV, Summit Partners SD II, LLC, Summit Subordinated Debt Fund II, L.P., Summit Partners PE VII, LLC, Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P (individually an “Entity” and collectively the “Entities”), Martin J. Mannion and Bruce R. Evans.
|
|
|
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. Mr. Mannion and Mr. Evans are members of a two-person investment committee of Summit Partners, L.P., which has voting and dispositive authority over the shares held by the Entities.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence: The address of the principal business office of Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Stamps, Woodsum & Co. IV, Summit Partners SD II, LLC, Summit Subordinated Debt Fund II, L.P., Summit Partners PE VII, LLC, Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P., Martin J. Mannion and Bruce R. Evans is c/o Summit Partners, 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.
|
|
Item 2(c).
|
Citizenship: Each of Summit Partners, L.P., Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Summit Subordinated Debt Fund II, L.P., Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P. is a limited partnership organized under the laws of the State of Delaware. Each of Summit Partners VI (GP), LLC, Summit Investors Management, LLC, Summit Investors I, LLC, Summit Partners SD II, LLC and Summit Partners PE VII, LLC is limited liability company organized under the laws of the State of Delaware. Stamps, Woodsum & Co. IV is a Massachusetts
|
Page 22 of 54 Pages
general partnership. Summit Investors I (UK), L.P. is a Cayman exempted limited partnership. Mr. Mannion and Mr. Evans are United States citizens.
|
Item 2(d).
|
Title of Class of Securities: Common Stock, $0.001 par value
|
|
Item 2(e).
|
CUSIP Number:
|
339041105
|
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not Applicable.
|
Item 4.
|
Ownership.
|
(a) Amount Beneficially Owned:
Each of Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Stamps, Woodsum & Co. IV, Summit Partners SD II, LLC, Summit Subordinated Debt Fund II, L.P., Summit Partners PE VII, LLC, Summit Partners PE VII, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors Management, LLC, Summit Investors I, LLC, Summit Investors I (UK), L.P. and Martin J. Mannion and Bruce R. Evans may be deemed to own beneficially 23,040,170 shares of Common Stock as of December 31, 2010.
As of December 31, 2010, Summit Ventures VI-A, L.P. was the record owner of 13,092,324 shares of Common Stock. As of December 31, 2010, Summit Ventures VI-B, L.P. was the record owner of 5,460,022 shares of Common Stock. As of December 31, 2010, Summit VI Advisors Fund, L.P. was the record owner of 272,284 shares of Common Stock. As of December 31, 2010, Summit VI Entrepreneurs Fund, L.P. was the record owner of 418,047 shares of Common Stock. As of December 31, 2010, Summit Investors VI, L.P. was the record owner of 109,624 shares of Common Stock. As of December 31, 2010, Summit Subordinated Debt Fund II, L.P. was the record owner of 338,980 shares of Common Stock. As of December 31, 2010, Summit Partners Private Equity Fund VII-A, L.P. was the record owner of 2,083,974
shares of Common Stock. As of December 31, 2010, Summit Partners Private Equity Fund VII-B, L.P. was the record owner of 1,251,667 shares of Common Stock. As of December 31, 2010, Summit Investors I, LLC was the record owner of 11,991 shares of Common Stock. As of December 31, 2010, Summit Investors I (UK), L.P. was the record owner of 1,257 shares of Common Stock.
The shares held of record by Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., Summit Investors VI, L.P., Summit Subordinated Debt Fund II, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. for the benefit of Summit Partners, L.P. are referred to herein collectively as the “Record Shares.” By virtue of the affiliate relationships among the Entities, each Entity may be deemed to own beneficially all of the Record Shares, and by virtue of Mr. Mannion’s and Mr. Evan’s membership on the two-person investment committee of
Page 23 of 54 Pages
Summit Partners, L.P., which has voting and dispositive authority over the shares held by the Entities, Mr. Mannion and Mr. Evans may be deemed to beneficially own all of the Record Shares. Hence, each Entity, Mr. Mannion and Mr. Evans may be deemed to own beneficially 23,040,170 shares of Common Stock.
Each of the reporting persons expressly disclaims beneficial ownership of any shares of Fleetcor Technologies, Inc., except in the case 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., Summit Investors VI, L.P., Summit Subordinated Debt Fund II, L.P., Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. in each case for the shares which it holds of record as provided in the prior paragraph.
(b) Percent of Class:
Summit Partners, L.P.: 29.3%
Summit Partners VI (GP), LLC: 29.3%
Summit Partners VI (GP), L.P.: 29.3%
Summit Ventures VI-A, L.P.: 29.3%
Summit Ventures VI-B, L.P.: 29.3%
Summit VI Advisors Fund, L.P.: 29.3%
Summit VI Entrepreneurs Fund, L.P.: 29.3%
Summit Investors VI, L.P.: 29.3%
Stamps, Woodsum & Co. IV: 29.3%
Summit Partners SD II, LLC: 29.3%
Summit Subordinated Debt Fund II, L.P.: 29.3%
Summit Partners PE VII, LLC: 29.3%
Summit Partners PE VII, L.P.: 29.3%
Summit Partners Private Equity Fund VII-A, L.P.: 29.3%
Summit Partners Private Equity Fund VII-B, L.P.: 29.3%
Summit Investors Management, LLC: 29.3%
Summit Investors I, LLC: 29.3%
Summit Investors I (UK), L.P.: 29.3%
Martin J. Mannion: 29.3%
Bruce R. Evans: 29.3%
The foregoing percentages are calculated based on the 78,719,146 shares of Common Stock reported to be outstanding in the Final Prospectus filed on December 15, 2010.
(c) Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote:
|
|
|
0 shares for each reporting person
|
|
|
(ii)
|
shared power to vote or to direct the vote:
|
Summit Partners, L.P. : 23,040,170 shares
Summit Partners VI (GP), LLC: 23,040,170 shares
Summit Partners VI (GP), L.P.: 23,040,170 shares
Page 24 of 54 Pages
Summit Ventures VI-A, L.P.: 23,040,170 shares
Summit Ventures VI-B, L.P.: 23,040,170 shares
Summit VI Advisors Fund, L.P.: 23,040,170 shares
Summit VI Entrepreneurs Fund, L.P.: 23,040,170 shares
Summit Investors VI, L.P.: 23,040,170 shares
Stamps, Woodsum & Co. IV: 23,040,170 shares
Summit Partners SD II, LLC: 23,040,170 shares
Summit Subordinated Debt Fund II, L.P.: 23,040,170 shares
Summit Partners PE VII, LLC: 23,040,170 shares
Summit Partners PE VII, L.P.: 23,040,170 shares
Summit Partners Private Equity Fund VII-A, L.P.: 23,040,170 shares
Summit Partners Private Equity Fund VII-B, L.P.: 23,040,170 shares
Summit Investors Management, LLC: 23,040,170 shares
Summit Investors I, LLC: 23,040,170 shares
Summit Investors I (UK), L.P.: 23,040,170 shares
Martin J. Mannion: 23,040,170 shares
Bruce R. Evans: 23,040,170 shares
|
|
(iii)
|
sole power to dispose or direct the disposition of:
|
|
|
0 shares for each reporting person
|
|
|
(iv)
|
shared power to dispose or direct the disposition of:
|
Summit Partners, L.P. : 23,040,170 shares
Summit Partners VI (GP), LLC: 23,040,170 shares
Summit Partners VI (GP), L.P.: 23,040,170 shares
Summit Ventures VI-A, L.P.: 23,040,170 shares
Summit Ventures VI-B, L.P.: 23,040,170 shares
Summit VI Advisors Fund, L.P.: 23,040,170 shares
Summit VI Entrepreneurs Fund, L.P.: 23,040,170 shares
Summit Investors VI, L.P.: 23,040,170 shares
Stamps, Woodsum & Co. IV: 23,040,170 shares
Summit Partners SD II, LLC: 23,040,170 shares
Summit Subordinated Debt Fund II, L.P.: 23,040,170 shares
Summit Partners PE VII, LLC: 23,040,170 shares
Summit Partners PE VII, L.P.: 23,040,170 shares
Summit Partners Private Equity Fund VII-A, L.P.: 23,040,170 shares
Summit Partners Private Equity Fund VII-B, L.P.: 23,040,170 shares
Summit Investors Management, LLC: 23,040,170 shares
Summit Investors I, LLC: 23,040,170 shares
Summit Investors I (UK), L.P.: 23,040,170 shares
Martin J. Mannion: 23,040,170 shares
Bruce R. Evans: 23,040,170 shares
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
Not Applicable.
|
Page 25 of 54 Pages
|
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company.
|
|
|
Not Applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable. The reporting persons expressly disclaim membership in a “group” as used in 13d-1(b)(1)(ii)(K).
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Not Applicable.
|
|
Item 10.
|
Certification.
|
Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
Page 26 of 54 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
Dated: February 8, 2011.
|
SUMMIT PARTNERS, L.P.
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS VI (GP), LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT PARTNERS VI (GP), L.P.
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT VENTURES VI-A, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT VENTURES VI-B, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT VI ADVISORS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
Page 27 of 54 Pages
|
SUMMIT VI ENTREPRENEURS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT INVESTORS VI, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
STAMPS, WOODSUM & CO. IV
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS SD II, LLC
By: Stamps, Woodsum & Co. IV, its managing member
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT SUBORDINATED DEBT FUND II, L.P.
By: Summit Partners SD II, LLC, its general partner
By: Stamps, Woodsum & Co. IV, its managing member
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS PE VII, LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT PARTNERS PE VII, L.P.
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P.
By: Summit Partners PE VII, L.P., its general partner
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
Page 28 of 54 Pages
|
SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P.
By: Summit Partners PE VII, L.P., its general partner
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT INVESTORS MANAGEMENT, LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
|
SUMMIT INVESTORS I, LLC
By: Summit Investors Management, LLC, its manager
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
SUMMIT INVESTORS I (UK), L.P.
By: Summit Investors Management, LLC, its manager
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
|
||||
| By: |
*
|
By: |
*
|
||
|
Member
|
Member
|
||||
| By: |
*
|
By: |
*
|
||
|
Martin J. Mannion
|
Bruce R. Evans
|
||||
|
|
* | By: |
/s/ Robin W. Devereux
|
||
|
|
Robin W. Devereux
Power of Attorney**
|
||||
** Pursuant to Powers of Attorney attached hereto as Exhibit 2.
Page 29 of 54 Pages
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Fleetcor Technologies Inc.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED this 8th day of February 2011.
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SUMMIT PARTNERS, L.P.
By: Summit Master Company, LLC, its general partner
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SUMMIT PARTNERS VI (GP), LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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SUMMIT PARTNERS VI (GP), L.P.
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT VENTURES VI-A, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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SUMMIT VENTURES VI-B, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT VI ADVISORS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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Page 30 of 54 Pages
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SUMMIT VI ENTREPRENEURS FUND, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT INVESTORS VI, L.P.
By: Summit Partners VI (GP), L.P., its general partner
By: Summit Partners VI (GP), LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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STAMPS, WOODSUM & CO. IV
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT PARTNERS SD II, LLC
By: Stamps, Woodsum & Co. IV, its managing member
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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SUMMIT SUBORDINATED DEBT FUND II, L.P.
By: Summit Partners SD II, LLC, its general partner
By: Stamps, Woodsum & Co. IV, its managing member
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT PARTNERS PE VII, LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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SUMMIT PARTNERS PE VII, L.P.
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P.
By: Summit Partners PE VII, L.P., its general partner
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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Page 31 of 54 Pages
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SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P.
By: Summit Partners PE VII, L.P., its general partner
By: Summit Partners PE VII, LLC, its general partner
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT INVESTORS MANAGEMENT, LLC
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
*
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Member
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Member
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SUMMIT INVESTORS I, LLC
By: Summit Investors Management, LLC, its manager
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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SUMMIT INVESTORS I (UK), L.P.
By: Summit Investors Management, LLC, its manager
By: Summit Partners, L.P., its managing member
By: Summit Master Company, LLC, its general partner
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*
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By: |
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Member
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Member
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By: |
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Martin J. Mannion
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Bruce R. Evans
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* | By: |
/s/ Robin W. Devereux
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Robin W. Devereux
Power of Attorney**
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** Pursuant to Powers of Attorney attached hereto as Exhibit 2.
Page 32 of 54 Pages
Exhibit 2
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]
Page 33 of 54 Pages
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 Partners III S.a.r.l.
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SPPE VII-B Aurora Blocker Corp.
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Summit Partners PE VII, LLC
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SPPE VII-B Aurora Holdings, L.P.
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Summit Partners 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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Page 34 of 54 Pages
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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Page 35 of 54 Pages
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
Page 36 of 54 Pages
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
Page 37 of 54 Pages
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
Page 38 of 54 Pages
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
Page 39 of 54 Pages
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
Page 40 of 54 Pages
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
Page 41 of 54 Pages
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
Page 42 of 54 Pages
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
Page 43 of 54 Pages
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
Page 44 of 54 Pages
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
Page 45 of 54 Pages
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
Page 46 of 54 Pages
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
Page 47 of 54 Pages
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
Page 48 of 54 Pages
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
Page 49 of 54 Pages
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
Page 50 of 54 Pages
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
Page 51 of 54 Pages
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
Page 52 of 54 Pages
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
Page 53 of 54 Pages
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
Page 54 of 54 Pages