FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BAIN CAPITAL INVESTORS LLC 		2. Issuer Name and Ticker or Trading Symbol

FLEETCOR TECHNOLOGIES INC [ FLT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

JOHN HANCOCK TOWER, 200 CLARENDON STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2012
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/13/2012     J (7)    246258   (7) D $ 0   11085074   I   See Footnotes   (1) (2) (3) (4) (5) (6) (7)
Common Stock   3/13/2012     S    1753742   D $36.02   9331332   I   See Footnotes   (1) (2) (3) (4) (5) (6) (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P. ("BCF VIII"), which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). As a result, each of BCI, BCP VIII and BCF VIII may be deemed to share voting dispositive power with respect to the shares of Common Stock held by Fund VIII. Each of BCI, BCP VIII and BCF VIII disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 13, 2012, Fund VIII sold 1,686,541 shares of Common Stock. Following such sale, Fund VIII held 8,958,931 shares of Common Stock.
( 2)  BCI is also the managing partner of BCIP Associates III ("BCIP-A"), which is the sole manager of BCIP Associates III, LLC ("BCIP-A Fund"). As a result, each of BCI and BCIP-A may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-A Fund. Each of BCI and BCIP-A disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 13, 2012, BCIP-A Fund sold 32,865 shares of Common Stock. Following such sale, BCIP-A Fund held 205,895 shares of Common Stock.
( 3)  BCI is also the managing partner of BCIP Trust Associates III ("BCIP-TA"), which is the sole manager of BCIP T Associates III, LLC ("BCIP-TA Fund"). As a result, each of BCI and BCIP-TA may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-TA Fund. Each of BCI and BCIP-TA disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 13, 2012, BCIP-TA fund sold 20,687 shares of Common Stock. Following such sale, BCIP-TA Fund held 96,518 shares of Common Stock.
( 4)  BCI is also the managing partner of BCIP Associates III-B ("BCIP-AB"), which is the sole manager of BCIP Associates III-B, LLC ("BCIP-AB Fund"). As a result, each of BCI and BCIP-AB may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-AB Fund. Each of BCI and BCIP-AB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 13, 2012, BCIP-AB Fund sold 2,133 shares of Common Stock Following such sale, BCIP-AB Fund held 16,258 shares of Common Stock.
( 5)  BCI is also the managing partner of BCIP Trust Associates III-B ("BCIP-TAB"), which is the sole manager of BCIP-AB Associates III-B, LLC ("BCIP-TAB Fund"). As a result, each of BCI and BCIP-TAB may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-TAB Fund. Each of BCI and BCIP-TAB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 13, 2012, BCIP-TAB Fund sold 11,005 shares of Common Stock. Following such sale, BCIP-TAB Fund held 51,348 shares of Common Stock.
( 6)  BCI is also the managing partner of BCIP Associates-G ("BCIP-AG" and together with Fund VIII, BCIP-A Fund, BCIP-TA Fund, BCIP-AB Fund and BCIP-TAB Fund, the "Bain Entities"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP-AG. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 13, 2012, BCIP-AG sold 511 shares of Common Stock. Following such sale, BCIP-AG held 2,382 shares of Common Stock
( 7)  On March 13, 2012, the Bain Entities distributed 246,258 shares of Common Stock to one or more members or partners of the Bain Entities in connection with certain charitable gifts made by such members or partners on March 13, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAIN CAPITAL INVESTORS LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116
X

BAIN CAPITAL PARTNERS VIII, L.P.
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

BAIN CAPITAL FUND VIII, L.P.
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

Bain Capital Fund VIII, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

BCIP Associates III
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

BCIP Associates III, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

BCIP Trust Associates III
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

BCIP T Associates III, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

BCIP Associates III-B
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X

BCIP Associates III-B, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199
X


Signatures
/s/ Andrew Balson 3/14/2012
** 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 4(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.
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