FLTX Fleetmatics Grp. Plc Ordinary Shares

2011 S TOCK O PTION AND I NCENTIVE P LAN

A MENDED AND R ESTATED 2011 S TOCK O PTION AND I NCENTIVE P LAN

2012 E MPLOYEE S HARE P URCHASE P LAN

(Full Title of the Plans)

Fleetmatics USA Group Holdings, Inc.

1100 Winter Street

Waltham, MA 02451

(866) 844-2235

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Ethan Klingsberg

Neil Markel

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

On November 7, pursuant to a Transaction Agreement dated July 30, 2016 by and among the Company, Verizon Communications Inc., a Delaware corporation (“ Verizon ”), and Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and an indirect wholly-owned subsidiary of Verizon (“ Bidco ”), Bidco acquired all of the issued share capital of the Company not already owned by Verizon or its subsidiaries for cash (the “ Acquisition ”) by means of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended.

As a result of the Acquisition, the Company has terminated all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company is filing these Post-Effective Amendments to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.