COPART INC — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-12-18

Reporting Person: FRANKLIN WILLIAM E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-18	Common Stock	M	27998	$9.655	Acquired	38729	Direct
2012-12-18	Common Stock	M	62222	$12.015	Acquired	100951	Direct
2012-12-18	Common Stock	S	90220	$30.3559	Disposed	10731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-18	Employee Stock Option	$9.655	M	27998	Disposed	2014-03-15	Common Stock (27998)	Direct
2012-12-18	Employee Stock Option	$12.015	M	62222	Disposed	2015-10-04	Common Stock (62222)	Direct

Footnotes

F1: The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was March 15, 2004, and it became fully exercisable on March 15, 2009.

F2: 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 4, 2005, and it became fully exercisable on October 4, 2010.

F3: This option was previously reported as an option for 40,000 shares of common stock at an exercise price of $24.03 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F4: This option was previously reported as an option for 30,000 shares of common stock at an exercise price of $19.31 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F5: Includes 10,731 shares of Common Stock acquired under the Copmany's 1994 Employee Stock Purchase Plan. As a result of the stock dividend declared in Footnote 3, the reporting person received 5100 shares of Copart common stock as of March 23, 2012.