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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 1)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2012

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report





FLEETMATICS
GROUP PLC

(Exact name of Registrant as specified in its charter)





Not Applicable

(Translation of Registrants name into English)

Ireland

(Jurisdiction of incorporation or organization)

Fleetmatics Group PLC

Block C, Cookstown Court

Belgard Road

Tallaght

Dublin 24

Ireland

(Address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:



|                                      |  |                                     
|------------------------------------- |  | ------------------------------------
|Title of Class                        |  | Name of exchange on which registered
|Ordinary Shares, 0.015 nominal value |  | New York Stock Exchange             

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)





Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the Companys
classes of capital or ordinary stock as of the close of the period covered by the annual report: 34,584,868 ordinary shares

Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Act of 1934.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.    Yes  x    No   ̈

Indicate by
check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈                  Accelerated
filer   ̈                  Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP  x |  | International Financial Reporting Standards as issued by the International Accounting Standards Board   ̈ |  | Other   ̈

If Other has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.

Indicate by check mark which financial statement item the registrant has elected to
follow:    Item 17   ̈    Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

Indicate by
check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.    Yes  x    No   ̈









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EXPLANATORY NOTE

This amendment No. 1 (this Amendment No. 1) to Fleetmatics Group PLCs annual report on Form 20-F for the
fiscal year ended December 31, 2012 (the 2012 Form 20-F) hereby amends Item 15. The 2012 Form 20-F was originally filed with the Securities and Exchange Commission on March 29, 2013 (the Original Report). This
Amendment No. 1 is prepared for the purpose of providing additional clarifying information and certain updates to the Original Report in response to the comments from the Staff of the U.S. Securities and Exchange Commission in connection with
its review of the Original Report. This Amendment No. 1 is not intended to update other information disclosed in the Original Report.

This Amendment No. 1 on Form 20-F/A does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosure therein in any way other than as required to
reflect the amendments discussed above.

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|                                 |  |         |   | 
|-------------------------------- |  | ------- | - | 
|                                 |  | PageNo. |  
|Part II                          |  |         |   | 
|Item 15. Controls and Procedures |  |         | 1 | 
|                                 | 
|Part III                         |  |         |   | 
|Item 19. Exhibits                |  |         | 3 | 



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PART II



|Item 15. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Our management, with the
participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2012. The term disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal
executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, management concluded as of December 31, 2012 that
our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in our internal control over financial reporting, which are described below.

Notwithstanding the material weaknesses, however, our management has concluded that our consolidated financial statements for the periods
covered by and included in this Annual Report on Form 20-F are fairly stated in all material respects in accordance with generally accepted accounting principles in the U.S. for each of the periods presented herein.

Managements Report on Internal Control Over Financial Reporting

A companys internal control over financial reporting is a process designed by, or under the supervision of, a companys principal executive and principal financial officers, or persons
performing similar functions, and effected by a companys Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in
accordance with generally accepted accounting principles. We have designed our internal control over financial reporting to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of
financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.

In connection with the audits of our financial statements as of and for the years ended
December 31, 2010 and 2011, which were completed simultaneously, we and our independent registered public accounting firm identified certain material weaknesses in our internal control over financial reporting. Also, in late 2012, errors were
identified on the statements of cash flows relating to interim periods ended June 30, 2012 and 2011 and September 30, 2012 and 2011 due to the material weaknesses described below. A material weakness is a significant deficiency, or a
combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following two material weaknesses, which existed
as of and for the years ended December 31, 2010 and 2011, remained as of and for the year ended December 31, 2012:



| |  |  | we did not have sufficient formalized policies and procedures to ensure that complete and accurate, consolidated financial information was prepared and
reviewed timely in accordance with U.S. GAAP;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we lacked sufficient and timely formalized monthly, quarterly and annual financial data reviews and analysis.
| | - |  | -------------------------------------------------------------------------------------------------------------

The previously identified material weaknesses as of and for the years ended December 31, 2010 and 2011 concerning the lack of
sufficient integrated systems to consolidate multi-currency financial information in a complete, accurate and timely manner and lacking a sufficient number of resources to completely and accurately record accounting transactions in accordance with
U.S. GAAP as well as resources with the technical accounting expertise to completely and accurately account for complex and unique transactions in a timely manner and to prepare and review financial statements and footnote disclosures were
remediated as of December 31, 2012.



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Changes in Internal Control over Financial Reporting

We continue our remediation efforts to address the remaining material weaknesses. Our efforts to date have included the following:



| |  |  | Implementation of Formalized Policies and ProceduresWe have implemented a more structured monthly and quarterly close process to improve
the completeness, timeliness and accuracy of our financial reporting and disclosures including, but not limited to, those regarding proper financial statement classification, share-based compensations, and recognition of accruals. We continue to
formalize and standardize our consolidation and financial reporting policies and procedures as well as create a uniform set of standards and guidelines for our finance and accounting personnel across our subsidiaries. This approach will allow us to
streamline and enhance consistency of our reporting processes across multiple subsidiaries in the U.S. and Europe, and to strengthen our processes for year-end and quarter-end reporting. In addition, our policies and procedures will continue to
expand and evolve as we continue to deploy more functionality of our upgraded accounting system.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Implementation of Financial Data ReviewsAs a result of the additional employees added to the finance function as well as the
implementation of certain functionality of our upgraded general ledger system, we are allowing for greater lead times between consolidation and reporting of financial information, which has provided and will continue to provide additional time for
the review and analysis of monthly, quarterly and annual financial data and information. Although improved monthly quarterly and annual financial data reviews were implemented for a majority of our financial cycles in latter half of 2012, there were
not enough instances of these reviews by the end of the fiscal year to obtain comfort that the newly implemented controls were operating effectively across all financial cycles to warrant a conclusion that the material weaknesses had been remediated
by December 31, 2012.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The actions we have taken and will continue to take are subject to continued
review supported by confirmation and testing by management as well as audit committee oversight. While we have implemented a plan to remediate these weaknesses, we cannot assure you that we will be able to remediate these weaknesses, which could
impair our ability to accurately and timely report our financial position, results of operations or cash flows. See Risk FactorsRisk Relating to Our BusinessWe have identified material weaknesses in our internal control over
financial reporting and may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate one or more
material weaknesses or if we fail to establish and maintain effective control over financial reporting, our ability to accurately report our financial results could be adversely affected.

This annual report does not include an attestation report of the companys registered public accounting firm due to a transition
period established by rules of the Securities and Exchange Commission for newly public companies.



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EXHIBIT INDEX



|              |  |                                                                        |  |                                     |  |                                               |  |           
|------------- |  | ---------------------------------------------------------------------- |  | ----------------------------------- |  | --------------------------------------------- |  | ----------
|ExhibitNumber |  | Exhibit Title                                                          |  | Incorporated by Reference From
Form |  | Incorporated by Reference From
Exhibit Number |  | Date Filed
|              |  |                                                                       
|12.1          |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. |  | Filed herewith.                    
|              |  |                                                                       
|12.2          |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. |  | Filed herewith.                    



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Form 20-F on
its behalf.



|                    |  |  |  |                       |  |                                                                                                                
|------------------- |  |  |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------
|                    |  |  |  | FLEETMATICS GROUP PLC
|                    |  |  | 
|Date: July 22, 2013 |  |  |  | By:                   |  | /s/ Stephen Lifshatz                                                                                           
|                    |  |  |  | Name:                 |  | Stephen Lifshatz                                                                                               
|                    |  |  |  | Title:                |  | Chief Financial Officer
Chief Accounting Officer (Principal Financial
Officer and Principal Accounting Officer)