UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

CARDTRONICS, INC.

(Name of the Issuer)

Common Stock

(Title of Class of Securities)

14161H108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
o		Rule 13d-1(c)
þ		Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		14161H108

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.

(2) Based on 38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.’s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.

CUSIP No.		14161H108

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.

(2) Based on 38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.’s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.

CUSIP No.		14161H108

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.

(2) Based on 38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.’s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.

CUSIP No.		14161H108

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common stock owned of record by such reporting person.

(2) Based on 38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.’s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.

Item 1.

(a)		Name of Issuer: Cardtronics, Inc.
(b)		Address of Issuer’s Principal Executive Offices: 3110 Hayes Road, Suite 300                                                                                Houston, Texas 77082

Item 2.

(a)		This Schedule 13G is filed by and on behalf of (a) CapStreet II, L.P., a Delaware limited partnership (“CS II”), (b) CapStreet Parallel II, L.P., a Delaware limited partnership (“CS Parallel II”), (c) CapStreet GP II, L.P., a Delaware limited partnership (“CS GP II”) which is the general partner of CS II and (d) The CapStreet Group, LLC, a Delaware limited liability company (“CS”) which is the general partner of CS Parallel II and CS GP II.
		CS II and CS GP II have shared dispositive and voting power with respect to 8,091,222 shares of common stock.
		CS Parallel II has shared dispositive and voting power with respect to 949,852 shares of common stock.
		CS has shared dispositive and voting power with respect to 9,041,074 shares of common stock.
(b)		The address of the principal business office of the parties referred to in paragraph (a) of this Item 2 is:
		600 Travis, Suite 6110, Houston, Texas 77002.
(c)		Citizenship:
		CS II, CS Parallel II and CS GP II are each Delaware limited partnerships. CS is a Delaware limited liability company.
(d)		Title of Class of Securities: Common Stock
(e)		CUSIP Number: 1416H108

Item 3. If this statement is filed pursuant to §240.13d-1(b) or §240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or dealer registered under Section 15 of the Act.
	(b)		o Bank as defined in section 3(a)(6) of the Act.
	(c)		o Insurance company as defined in section 3(a)(19) of the Act.
	(d)		o Investment company registered under section 8 of the Investment Company Act of 1940.
	(e)		o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)		o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)		o A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G).
	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)		o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
	(j)		o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

	(a)		Amount Beneficially Owned:
			With respect to the disclosure set forth in this Item 4, each reporting person expressly disclaims beneficial ownership with respect to any shares of common stock other than the shares of common

			stock owned of record by such reporting person. The percent of class provided for each reporting person below is based on 38,566,207 shares of common stock outstanding as of December 10, 2007, as reported in Cardtronic Inc.’s final prospectus dated December 10, 2007, filed pursuant to Rule 424(b) with the SEC on December 11, 2007.
			As of the close of business on December 31, 2007:

	1.		CS II beneficially owned 8,091,222 shares
	2.		CS Parallel II beneficially owned 949,852 shares
	3.		CS GP II beneficially owned 8,091,222 shares
	4.		CS beneficially owned 9,041,074 shares

	(b)		Percent of Class:
			As of the close of business on December 31, 2007:

	1.		CS II beneficially owned 20.98% of class
	2.		CS Parallel II beneficially owned 2.46% of class
	3.		CS GP II beneficially owned 20.98% of class
	4.		CS beneficially owned 23.44% of class

(c)

Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote
			As of the close of business on December 31, 2007:

	1.		CS II — 0
	2.		CS Parallel II — 0
	3.		CS GP II — 0
	4.		CS – 0

	(ii)		shared power to vote or to direct the vote:
			As of the close of business on December 31, 2007:

	1.		CS II — 8,091,222
	2.		CS Parallel II — 949,852
	3.		CS GP II — 8,091,222
	4.		CS — 9,041,074

	(iii)		sole power to dispose or to direct the disposition of:
			As of the close of business on December 31, 2007:

	1.		CS II — 0
	2.		CS Parallel II — 0
	3.		CS GP II – 0
	4.		CS — 0

	(iv)		shared power to dispose or to direct the disposition of:
			As of the close of business on December 31, 2007:

	1.		CS II — 8,091,222
	2.		CS Parallel II — 949,852
	3.		CS GP II — 8,091,222
	4.		CS — 9,041,074

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8. Identification and Classification of Members of the Group

CS II, CS Parallel II, CS GP II and CS are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The agreement among CS II, CS Parallel II, CS GP II and CS to file jointly is attached hereto as Exhibit A. Each of CS II, CS Parallel II, CS GP II and CS disclaims beneficial ownership of all of the shares of common stock, other than those reported herein as being owned by it.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2008		CAPSTREET II, L.P.
		By:		CapStreet GP II, L.P., its general partner
		By:		The CapStreet Group, LLC, its general partner
				By:		/s/ Katherine L. Kohlmeyer
				Name:		Katherine L. Kohlmeyer
				Title:		Chief Financial Officer

		CAPSTREET PARALLEL II, L.P.
		By:		The CapStreet Group, LLC, its general partner
				By:		/s/ Katherine L. Kohlmeyer
				Name:		Katherine L. Kohlmeyer
				Title:		Chief Financial Officer

		CAPSTREET GP II, L.P.
		By:		The CapStreet Group, LLC, its general partner
				By:		/s/ Katherine L. Kohlmeyer
				Name:		Katherine L. Kohlmeyer
				Title:		Chief Financial Officer
		THE CAPSTREET GROUP, LLC
		By:		/s/ Katherine L. Kohlmeyer
		Name:		Katherine L. Kohlmeyer
		Title:		Chief Financial Officer