COPART INC — Director's Dealing 2008

Dec 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2008-12-19

Reporting Person: ADAIR A JAYSON (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-19	Common Stock	M	600000	$4.47	Acquired	600000	Direct
2008-12-19	Common Stock	F	319746	$26.93	Disposed	280254	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-19	Employee Stock Option (right to buy)	$4.47	M	600000	Disposed	2009-01-21	Common Stock (600000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54468	Indirect
Common Stock	6174	Indirect
Common Stock	6174	Indirect

Footnotes

F1: Shares withheld by the issuer in payment of the aggregate option exercise price and withholding tax liability incurred upon the reported option exercise.

F2: Reflects shares held by the A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees.

F3: Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family.

F4: The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was January 21, 1999, and it became fully exercisable on January 21, 2004.