Ronald Clarke - Sep 30, 2021 Form 4 Insider Report for FLEETCOR TECHNOLOGIES INC (FLT)

Role: CEO & Chairman of BOD, Director
Signature: /s/ Crystal Williams, under power of attorney
Stock symbol: FLT
Transactions as of: Sep 30, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/5/2021, 05:17 PM
Previous filing: Oct 1, 2021
Next filing: Mar 30, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FLT	Employee Stock Options (right to buy)	Award	$0	+850K		$0.00	850K	Sep 30, 2021	Common Stock	850K	$261.27	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 30, 2021, the Reporting Person was granted stock options to purchase 850,000 shares of Issuer common stock, with 550,000 shares representing the first tranche of the stock options (the "First Tranche") and the remaining 300,000 shares representing the second tranche of the stock options (the "Second Tranche").
F2	In general, the First Tranche will vest (if at all), subject to certain continuing employment or service requirements, in equal 1/3 increments on (A) March 31, 2022, September 30, 2022, and March 31, 2023, or (B) in each case, if later, on the first day by which the closing price for the Issuer's common stock has exceeded $350 per share for each trading day in a 10-consecutive-trading-day period prior to the expiration of the stock options. The Second Tranche will vest (if at all) in substantially the same manner, except the applicable stock price hurdle is $400 per share. Accelerated vesting or curtailed vesting requirements may occur under certain circumstances, including death, disability or a change in control of the Issuer. Vested stock options may be subject to shortened exercise periods in certain events, including termination of employment.

Content

On September 30, 2021, the Reporting Person was granted stock options to purchase 850,000 shares of Issuer common stock, with 550,000 shares representing the first tranche of the stock options (the "First Tranche") and the remaining 300,000 shares representing the second tranche of the stock options (the "Second Tranche").

In general, the First Tranche will vest (if at all), subject to certain continuing employment or service requirements, in equal 1/3 increments on (A) March 31, 2022, September 30, 2022, and March 31, 2023, or (B) in each case, if later, on the first day by which the closing price for the Issuer's common stock has exceeded $350 per share for each trading day in a 10-consecutive-trading-day period prior to the expiration of the stock options. The Second Tranche will vest (if at all) in substantially the same manner, except the applicable stock price hurdle is $400 per share. Accelerated vesting or curtailed vesting requirements may occur under certain circumstances, including death, disability or a change in control of the Issuer. Vested stock options may be subject to shortened exercise periods in certain events, including termination of employment.