COPART INC — Director's Dealing 2008

Dec 18, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2008-12-15

Reporting Person: Rosenstein Barry (Director)
Reporting Person: JANA PARTNERS LLC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-15	Common Stock	S	96316	$25.67	Disposed	3768178	Indirect
2008-12-15	Common Stock	S	179900	$25.77	Disposed	3588278	Indirect
2008-12-15	Common Stock	S	136210	$25.89	Disposed	3452068	Indirect
2008-12-16	Common Stock	S	21510	$26.60	Disposed	3430558	Indirect
2008-12-16	Common Stock	S	28490	$26.70	Disposed	3402068	Indirect
2008-12-17	Common Stock	S	45561	$27.50	Disposed	3356507	Indirect
2008-12-17	Common Stock	S	23544	$27.55	Disposed	3332963	Indirect

Footnotes

F1: JANA Partners LLC ("JANA") is a private money management firm which beneficially owns 3,332,963 shares of the Issuer's
common stock through various entities and accounts under its management and control. Barry Rosenstein is the Managing
Partner of JANA. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported
herein except to the extent of their pecuniary interest therein.