COPART INC — Director's Dealing 2012

Dec 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-12-20

Reporting Person: Vannuccini Robert H. (Senior Vice President, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	M	100000	$17.195	Acquired	101482	Direct
2012-12-20	Common Stock	S	100000	$30.3199	Disposed	1482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-20	Employee Stock Option (right to buy)	$17.195	M	100000	Disposed	2017-09-28	Common Stock (100000)	Direct

Footnotes

F1: The transaction on this Form 4 consists of the exercise of a stock option to purchase 50,000 shares of Common Stock granted under the 2001 Stock Option Plan (as adjusted to 100,000 shares of Common Stock in respect of the stock dividend described in footnote 3) and the sale of all of the shares of Common Stock the reporting person purchased through the exercise of such stock option. These shares that were issued upon the exercise of an option (described in Table II) were immediately used to cover sales (described in Table I).

F2: On March 8, 2012, Copart declared a stock dividend, payable to all holders of record of common stock on March 23, 2012, of one share of common stock for each share of common stock outstanding. At the same time,pursuant to anti-dilution provisions of Copart's equity incentive plan an option for 50,000 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 100,000 shares of common stock,

F3: The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was September 28, 2007, and it became fully exercisable on September 28, 2012.

F4: Includes 1,482 shares of Common Stock acquired under the Company's 1994 Employee Stock Purchase Plan.

F5: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $30.27 to $30.33. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.