FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SUMMIT PARTNERS L P

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/16/2010 

3. Issuer Name and Ticker or Trading Symbol

Fortegra Financial Corp [FRF]

(Last)        (First)        (Middle)

222 BERKELEY STREET, 18TH FLOOR, 

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

(Street)

BOSTON, MA 02116       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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   13987447   (2)   (1) I   See remarks.  

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SUMMIT PARTNERS L P
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116


Manager of GP of 10% Owner
Summit Partners PE VII, LLC
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X

Summit Partners PE VII, L.P.
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X

Summit Partners SD III, LLC
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X

Summit Partners SD III, L.P.
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X

SUMMIT PARTNERS VI GP LLC
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X

SUMMIT PARTNERS VI GP LP
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X

MANNION MARTIN J
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X

EVANS BRUCE R
C/O SUMMIT PARTNERS, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116
X


Signatures
/s/ Robin W. Devereux, power of attorney for Summit Partners, L.P. 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Summit Partners PE VII, LLC 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Summit Partners PE VII, L.P. 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Summit Partners SD III, LLC 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Summit Partners SD III, L.P. 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Summit Partners VI (GP), LLC 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Summit Partners VI (GP), L.P. 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Martin Mannion 12/16/2010
** Signature of Reporting Person Date

/s/ Robin W. Devereux, power of attorney for Bruce Evans 12/16/2010
** 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 5(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.
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