Andrew Reynolds Form 4 Fleetmatics / Andrew Reynolds ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reynolds Andrew

(Last) (First) (Middle)

C/O FLEETMATICS

1100 WINTER STREET, SUITE 4600

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

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)
Sr. VP, Global Bus. Developmen

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	03/01/2016		A		12,300(1)	A	$0.00	51,834	D
Ordinary shares	03/01/2016		F		998	A	$36.75	50,836	D
Ordinary shares	03/01/2016		A		15,166(2)	A	$0.00	66,002	D
Ordinary shares	03/01/2016		F		1,015	D	$36.75	64,987	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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. These shares were acquired pursuant to a performance share unit award under the Fleetmatics Amended and Restated 2011 Stock Option and Incentive Plan. Each performance share unit represents a contingent right to receive one ordinary share of Fleetmatics Group PLC. These performance share units are vested with respect to 25% of the shares subject to the award on March 1, 2016, and the remainder vesting in 3 equal annual installments thereafter.

2. These shares were acquired pursuant to a restricted share unit award under the Fleetmatics Amended and Restated 2011 Stock Option and Incentive Plan. Each restricted share unit represents a contingent right to receive one ordinary share of Fleetmatics Group PLC. These restricted share units will vest with respect to 25% of the shares subject to the award on March 1, 2016 and the remainder vesting in 12 equal quarterly installments thereafter.

Remarks:

	/s/ Victoria S. Masotta	03/03/2016
	** 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).
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