Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TA ASSOCIATES INC
2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2007
3. Issuer Name and Ticker or Trading Symbol
CARDTRONICS INC [CATM]
(Last)
(First)
(Middle)
JOHN HANCOCK TOWER, 200 CLARENDON ST, 56TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See General Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
12/11/2007
(Street)

BOSTON, MA 02116
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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 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
Series B Convertible Preferred Stock 02/10/2005   (1) Common Stock 7,583,447 $ (2) I See Footnote 3 (3)
Series B Convertible Preferred Stock 02/10/2005   (1) Common Stock 3,033,370 $ (2) I See Footnote 4 (4)
Series B Convertible Preferred Stock 02/10/2005   (1) Common Stock 1,307,663 $ (2) I See Footnote 5 (5)
Series B Convertible Preferred Stock 02/10/2005   (1) Common Stock 155,268 $ (2) I See Footnote 6 (6)
Series B Convertible Preferred Stock 02/10/2005   (1) Common Stock 27,875 $ (2) I See Footnote 7 (7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TA ASSOCIATES INC
JOHN HANCOCK TOWER
200 CLARENDON ST, 56TH FLOOR
BOSTON, MA 02116
  X   X   See General Remarks
TA IX LP
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA ASSOCIATES IX LLC
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA Atlantic & Pacific V L P
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA Associates AP V L.P.
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA / ATLANTIC & PACIFIC IV LP
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA ASSOCIATES AP IV LP
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA ASSOCIATES STRATEGIC PARTNERS FUND A LP
JOHN HANCOCK TOWER
200 CLARENDON ST 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA ASSOCIATES STRATEGIC PARTNERS FUND B LP
JOHN HANCOCK TOWER
200 CLARENDON ST 56TH FLOOR
BOSTON, MA 02116
      See General Remarks
TA ASSOCIATES SPF LP
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
      See General Remarks

Signatures

TA Associates, Inc., By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA IX L.P., By TA Associates IX LLC, Its General Partner, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA Associates IX LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA Atlantic and Pacific V L.P., By TA Associates AP V L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA Associates AP V L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA/Atlantic and Pacific IV L.P., By TA Associates AP IV L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA Associates AP IV L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA Strategic Partners Fund A L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA Strategic Partners Fund B L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

TA Associates SPF L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 02/12/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These securities do not have an expiration date.
(2) Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock will automatically convert into 13.70415 shares of Common Stock. This Form 3/A is not being filed to report a new transaction, but rather is being filed solely to report an administrative error in the calculation of the Preferred Stock conversion ratio and a resulting revision in the amount of securities beneficially owned by the Reporting Persons.
(3) These securities are owned solely by TA IX L.P. TA Associates, Inc. is the Manager of TA Associates IX LLC, which is the General Partner of TA IX L.P. Each of TA Associates, Inc. and TA Associates IX LLC may be deemed to have a beneficial interest in shares held by TA IX L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
(4) These securities are owned solely by TA Atlantic and Pacific V L.P. TA Associates, Inc. is the General Partner of TA Associates AP V L.P., which is the General Partner of TA Atlantic and Pacific V L.P. Each of TA Associates, Inc. and TA Associates AP V L.P. may be deemed to have a beneficial interest in shares held by TA Atlantic and Pacific V L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
(5) These securities are owned solely by TA/Atlantic and Pacific IV L.P. TA Associates, Inc. is the General Partner of TA Associates AP IV L.P., which is the General Partner of TA/Atlantic and Pacific IV L.P. Each of TA Associates, Inc. and TA Associates AP IV L.P. may be deemed to have a beneficial interest in shares held by TA/Atlantic and Pacific IV L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
(6) These securities are owned solely by TA Strategic Partners Fund A L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund A L.P. Each of TA Associates, Inc. and TA Associates SPF L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund A L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
(7) These securities are owned solely by TA Strategic Partners Fund B L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund B L.P. Each of TA Associates, Inc. and TA Associates SPF L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund B L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
 
Remarks:
The Reporting Persons are members of a 13(d) group owning more than 10% of the Issuer's outstanding common stock. The Reporting Persons have one representative on the Issuer's board of directors. Michael A. Wilson currently serves as the Reporting Persons' representative on the board of directors and, as such, the Reporting Persons are deemed directors of the Issuer. Due to the limit of joint filers that can be included on one form, TA Associates, Inc., TA IX L.P., TA Associates IX LLC, TA Atlantic and Pacific V L.P., TA Associates AP V L.P., TA/Atlantic and Pacific IV L.P., TA Associates AP IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Associates SPF L.P., and TA Investors II L.P. have filed two separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.