COPART INC — Director's Dealing 2012

Nov 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-11-29

Reporting Person: Wylie Thomas (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-29	Common Stock	M	10000	$17.195	Acquired	11723	Direct
2012-11-29	Common Stock	M	50000	$16.43	Acquired	61723	Direct
2012-11-29	Common Stock	S	60000	$30.2746	Disposed	1723	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-29	Employee Stock Option (right to buy)	$17.195	M	10000	Disposed	2017-09-28	Common Stock (10000)	Direct
2012-11-29	Employee Stock Option (right to buy)	$16.43	M	50000	Disposed	2019-09-25	Common Stock (50000)	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 September 28, 2007, and it becomes fully exercisable on September 28, 2012.

F2: Includes 1,723 shares of Common Stock acquired under the Copmany's 1994 Employee Stock Purchase Plan on June 30, 2011 (332 shares), December 31, 2011 (264 shares) and June 30, 2012 (531 shares). As a result of the stock dividend declared in Footnote 2, the reporting person received 596 shares of Copart common stock as of March 23, 2012.

F3: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $30.00 to $30.48. 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.

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 September 25, 2009, and it becomes fully exercisable on September 25, 2014.

F5: This option was previously reported as an option for 40,000 shares of common stock at an exercise price of $32.86 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8,2012.