COPART INC — Director's Dealing 2009

Aug 11, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2009-08-09

Reporting Person: ADAIR A JAYSON (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-09	Common Stock	M	144094	$16.93	Acquired	559047	Direct
2009-08-09	Common Stock	F	101799	$36.89	Disposed	457248	Direct
2009-08-09	Common Stock	M	90900	$10.99	Acquired	548148	Direct
2009-08-09	Common Stock	F	56278	$36.89	Disposed	491870	Direct
2009-08-09	Common Stock	M	88637	$8.80	Acquired	580507	Direct
2009-08-09	Common Stock	F	52023	$36.89	Disposed	528484	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-09	Employee Stock Option (right to buy)	$16.93	M	144094	Disposed	2011-06-06	Common Stock (144094)	Direct
2009-08-09	Employee Stock Option (right to buy)	$10.99	M	90900	Disposed	2012-10-21	Common Stock (90900)	Direct
2009-08-09	Employee Stock Option (right to buy)	$8.80	M	88637	Disposed	2013-08-19	Common Stock (88637)	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 June 6, 2001, and it became fully exercisable on June 6, 2006.

F5: The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was October 21, 2002, and it became fully exercisable on October 21, 2007.

F6: The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was August 19, 2003, and it became fully exercisable on August 19, 2008.