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 *

NOONAN JACK 		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O FLEETMATICS, 1100 WINTER STREET, SUITE 4600 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/7/2016
(Street)

WALTHAM, 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    14442   (1) D   (2) 0   (2) 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
Stock Option (right to buy)   $10.005   11/7/2016     D         50000   (3)     (4) 5/25/2019   Ordinary Shares, ?0.015 par value per share   50000   (3)   (4) 0   D    

Explanation of Responses:
( 1)  Immediately prior to the Effective Time (as defined below), the Reporting Person beneficially owned 14,442 restricted stock units ("RSUs") issued under the Issuer's Amended and Restated 2011 Stock Option and Incentive Plan (the "Plan").
( 2)  Pursuant to the terms of the Transaction Agreement between the Issuer, Verizon Business International Holdings B.V. and Verizon Communications Inc., dated July 30, 2016 (the "Transaction Agreement"), each RSU 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 RSU (the "Cash Consideration") without interest and net of applicable tax withholdings
( 3)  Immediately prior to the Effective Time, the Reporting Person beneficially owned unexercised options to purchase 50,000 ordinary shares of the Issuer, 0.015 EURO par value per share (the "Options") issued pursuant to the Plan.
( 4)  Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the Options were cancelled, terminated and converted into the right to receive, for each ordinary share subject to the Options, the Cash Consideration, without interest and less the exercise price and net of applicable tax withholdings.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NOONAN JACK
C/O FLEETMATICS
1100 WINTER STREET, SUITE 4600
WALTHAM, MA 02451 		X



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.
Fleetmatics Grp. Plc Ordinary Shares (NYSE:FLTX)
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