FORM 4
[ ] 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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Summit Partners Private Equity Fund VII-A, L.P. 		2. Issuer Name and Ticker or Trading Symbol

Fortegra Financial Corp [ FRF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

222 BERKELEY STREET, 18TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/22/2010
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. 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 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
Common Stock   12/22/2010     C    13987447   (3) A   (4) 13987447   (3) D    
Common Stock   12/22/2010     S    1548675   (1) D $10.23   12438772   (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
Class A Common Stock, par value $0.01 per share     (4) 12/22/2010     C         2664275      (4)   (4) Common Stock   13987447   (3) $0   (4) 0   D    

Explanation of Responses:
( 1)  Represents shares sold by the following Reporting Persons: 894,669 sold by Summit Partners Private Equity Fund VII-A, L.P., 537,352 sold by Summit Partners Private Equity Fund VII-B, L.P., 73,670 sold by Summit Subordinated Debt Fund III-A, L.P., 38,377 sold by Summit Subordinated Debt Fund III-B, L.P., 4,607 shares sold by Summit Investors VI, L.P.
( 2)  Represents shares held by the following Reporting Persons: 7,185,781 in the name of Summit Partners Private Equity Fund VII-A, L.P.; 4,315,949 in the name of Summit Partners Private Equity Fund VII-B, L.P.; 591,713 in the name of Summit Subordinated Debt Fund III-A, L.P.; 308,237 in the name of Summit Subordinated Debt Fund III-B, L.P.; 37,002 in the name of Summit Investors VI, L.P.
( 3)  Represents shares acquired by the Reporting Persons upon conversion of the Class A Common Stock: 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.
( 4)  The Class A Common Stock converted into Common Stock of Fortegra Financial Corporation on a 1 for 5.25 basis and had no expiration date.

Remarks:
Each of the Summit Entities disclaims beneficial ownership of all shares except those specifically listed in the Footnotes as held by such entities, except to the extent of such entity's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Summit Partners Private Equity Fund VII-A, L.P.
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA 02116
X

Summit Partners Private Equity Fund VII B L P
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA 02116
X

Summit Subordinated Debt Fund III-A, L.P.
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA 02116
X

SUMMIT SUBORDINATED DEBT FUND III-B L P
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA 02116
X

SUMMIT INVESTORS VI LP
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA 02116
X


Signatures
Summit Partners Private Equity Fund VII-A, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 12/22/2010
** Signature of Reporting Person Date

Summit Investors VI, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P.its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 12/22/2010
** Signature of Reporting Person Date

Summit Subordinated Debt Fund III-B, L.P., by Summit Partners Subordinated Debt III, L.P., its GP, by Summit Partners Subordinated Debt III, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA fo 12/22/2010
** Signature of Reporting Person Date

Summit Subordinated Debt Fund III-A, L.P., by Summit Partners Subordinated Debt III, L.P., its GP, by Summit Partners Subordinated Debt III, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA fo 12/22/2010
** Signature of Reporting Person Date

Summit Partners Private Equity Fund VII-A, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 12/22/2010
** 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 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.
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