SEC Form 4 · accession 0001140361-17-011919

CORPAY, INC. · CPAY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Sold by THL Managers VI, LLC ("Managers VI"). Represents shares previously transferred by the Reporting Person to Managers VI in accordance with operative agreements of Thomas H. Lee Equity Fund VI, L.P. ("Fund VI") and Thomas H. Lee Partners, L.P. ("THL Partners").
• F2The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide to the staff of the SEC, the Issuer, or stockholder of the Issuer, upon request, the number of shares sold by Managers VI at each separate price within the range.
• F3Sales prices range from $160.71 to $161.07 per share, inclusive.
• F4The Reporting Person is a Managing Director of Thomas H. Lee Partners, L.P. ("THL Partners"), which is the managing member of Managers VI. Therefore, the Reporting Person may be deemed to beneficially own the shares of the Issuer owned directly by Managers VI. The Reporting Person disclaims beneficial ownership of all shares of the Issuer owned by Managers VI, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for the purposes of Section 16 or for any other purpose, except to the extent of the Reporting Person's pecuniary interest therein.