FORM 4
[ X ] 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dahdah Robert 		2. Issuer Name and Ticker or Trading Symbol

Fleetmatics Group plc [ FLTX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O FLEETMATICS, 1100 WINTER STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/7/2016
(Street)

WALTHAN, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities 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
Ordinary Shares, ?0.015 par value per share   11/7/2016     D    70233   (1) (2) D   (3) (4) (5) 0   (3) (4) (5) D    

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)  As of the Effective Time (as defined below), the Reporting Person beneficially owned (i) 233 ordinary shares of the Issuer, 0.015EURO par value per share (the "Ordinary Shares"), of which all 233 Ordinary Shares were acquired pursuant to the Issuer's 2012 Employee Stock Purchase Plan, (ii) 45,000 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan"), of which all 45,000 RSUs were unvested and subject to the time-based vesting terms in accordance with the vesting schedule that applied to such RSUs immediately prior to the Effective Time, and (iii) 25,000 performance stock units ("PSUs") issued under the Plan, of which all 25,000 PSUs remained unvested subject to time-based vesting terms in accordance with the vesting schedule that applied to such PSUs immediately prior to the Effective Time; provided, however, pursuant to the terms of the Transaction Agreement (as defined below), any performance measures
( 2)  applicable to such unvested PSUs were deemed to have been satisfied as of the Effective Time as if 100% of the applicable performance targets had been achieved.
( 3)  Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc. ("Verizon"), dated July 30, 2016 (the "Transaction Agreement"), each Ordinary Share that was beneficially owned by the Reporting Person immediately prior to the effective time of the scheme (the "Effective Time"), was cancelled, extinguished and converted into the right to receive a cash amount equal to US$60.00 per Ordinary Share (the "Cash Consideration"), without interest and net of applicable tax withholdings.
( 4)  Pursuant to the terms of the Transaction Agreement, (i) each unvested RSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time, was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings, and (ii) all amounts payable with respect to such unvested RSUs shall (x) be deemed earned and vested on the date(s) on which such unvested RSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested RSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested RSUs.
( 5)  Pursuant to the terms of the Transaction Agreement, (i) each unvested PSU that was beneficially owned by the Reporting Person immediately prior to the Effective Time was cancelled, extinguished and converted into the right to receive the Cash Consideration, without interest and net of applicable tax withholdings and (ii) all amounts payable with respect to such unvested PSUs shall (x) be deemed earned and vested on the date(s) on which such unvested PSUs would otherwise have vested in accordance with vesting schedule that applied to such unvested PSUs immediately prior to the Effective Time (including any applicable acceleration provisions), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (y) be paid by Verizon or its designee, less any applicable withholding taxes, no later than thirty (30) days following the vesting date(s) of such unvested PSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dahdah Robert
C/O FLEETMATICS
1100 WINTER STREET
WALTHAN, MA 02451

SVP, Global Sales

Signatures
/s/ Victoria S. Masotta 11/7/2016
** 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.
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 control number.
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