COPART INC — Director's Dealing 2010

Mar 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2010-03-22

Reporting Person: SMITH THOMAS W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-22	Common Stock	S	25000	$35.34	Disposed	50517	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	153905	Indirect
Common Stock	1428396	Indirect
Common Stock	67200	Indirect
Common Stock	114750	Indirect
Common Stock	20000	Indirect
Common Stock	1211250	Direct

Footnotes

F1: These shares are owned directly by Prescott International Partners L.P.("PIP"), a private investment limited partnership, and indirectly by the Reporting Person as general partner of PIP. The Reporting Person disclaims beneficial ownership of these shares in excess of his pencuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for PIP is 323 Railroad Avenue, Greenwich, CT 06830

F2: These shares are owned directly by Idoya Partners L.P.("Idoya"), a private investment limited partnership, and indirectly by the Reporting Person as general partner of Idoya. The Reporting Person disclaims beneficial ownership of these shares in excess of his pencuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for Idoya is 323 Railroad Avenue, Greenwich, CT 06830

F3: These shares are owned directly by Prescott Associates L.P.("Prescott Associates"), a private investment limited partnership, and indirectly by the Reporting Person as general partner of Prescott Associates. The Reporting Person disclaims beneficial ownership of these shares in excess of his pencuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for Prescott Associates is 323 Railroad Avenue, Greenwich, CT 06830

F4: These shares are owned directly by the Prescott Investors Profit Sharing Trust("Trust") and indirectly by the Reporting Person as trustee of the Trust. The Reporting Person disclaims beneficial ownership of these shares in excess of his pencuniary interest under 16a-8(b)(2)(ii). The address of the Trust is 323 Railroad Avenue, Greenwich, CT

F5: These shares are owned directly by accounts established for the benefit of certain family members of the Reporting Person. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose and the Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F6: These shares are owned directly by the Thomas W. Smith Foundation ("Foundation") and indirectly by Mr. Thomas W. Smith as trustee of the Foundation. Mr. Smith disclaims beneficial ownership of these shares in excess of his pencuniary interest under 16a-8(b)(2)(ii). The address for the Foundation is 323 Railroad Avenue, Greenwich, CT 06830