COPART INC — Director's Dealing 2011

Oct 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2011-10-27

Reporting Person: ADAIR A JAYSON (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-27	Common Stock	M	20000	$18.00	Acquired	557123	Direct
2011-10-27	Common Stock	F	12528	$44.77	Disposed	544595	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-27	Employee Stock Option (right to buy)	$18.00	M	20000	Disposed	2014-01-22	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	186819	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 exericse.

F2: The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. Teh option grant date was January 22, 2004, and it became fully exercisable on January 22, 2009.

F3: Reflects shares held by A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees.

F4: Reflects shares held by an irrevocable trusst for the benefit of a member of the reporting person's immediate family.