SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/16/2010	3. Issuer Name and Ticker or Trading Symbol Fortegra Financial Corp [ FRF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% Owner	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock, par value $0.01 per share	(1)	(1)	Common Stock	13,987,447(2)	(1)	I	See remarks.

1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% Owner

1. Name and Address of Reporting Person* Summit Partners PE VII, LLC (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Partners PE VII, L.P. (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Partners SD III, LLC (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Summit Partners SD III, L.P. (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LLC (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LP (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MANNION MARTIN J (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EVANS BRUCE R (Last) (First) (Middle) C/O SUMMIT PARTNERS, L.P. 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Class A Common Stock will convert into Common Stock of Fortegra Financial Corporation on a 1 for 5.25 basis immediately prior to the consummation of the initial public offering and has no expiration date.

2. Shares are held as follows: 8,080,540 in the name of Summit Partners Private Equity Fund VII-A, L.P., 4,853,301 in the name of Summit Partners Private Equity Fund VII-B, L.P., 665,383 in the name of Summit Subordinated Debt Fund III-A, L.P., 346,614 in the name of Summit Subordinated Debt Fund III-B, L.P., and 41,609 in the name of Summit Investors VI, L.P.

Remarks:

The entities mentioned in Footnote 2 collectively are referred to as the "Summit Entities." Summit Partners, L.P. is (i) managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., (ii) the managing member of Summit Partners SD III, LLC, which is the general partner of Summit Partners SD III, L.P., which is the general partner of Summit Subordinated Debt Fund III-A, L.P. and Subordinated Debt Fund III-B, L.P. and (iii) the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of Summit Investors VI, L.P. Summit Partners, L.P., through a two-person investment committee currently composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the shares held by the Summit Entities, and therefore may beneficially own such shares. Mr. Mannion and Mr. Evans, as members of the two person investment committee, may beneficially own such shares. Each of the Summit Entities and Mr. Mannion and Mr. Evans disclaim beneficial ownership of such shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's pecuniary interest therein. Exhibits: Exhibit 24 - Power of Attorney

	/s/ Robin W. Devereux, power of attorney for Summit Partners, L.P.	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Summit Partners PE VII, LLC	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Summit Partners PE VII, L.P.	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Summit Partners SD III, LLC	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Summit Partners SD III, L.P.	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Summit Partners VI (GP), LLC	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Summit Partners VI (GP), L.P.	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Martin Mannion	12/16/2010
	/s/ Robin W. Devereux, power of attorney for Bruce Evans	12/16/2010
	** Signature of Reporting Person	Date
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