COPART INC — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-09-28

Reporting Person: ROTE SIMON (V.P. of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Stock	M	40000	$12.015	Acquired	60130	Indirect
2012-09-28	Common Stock	M	23634	$4.40	Acquired	83764	Indirect
2012-09-28	Common Stock	S	63634	$27.7225	Disposed	20130	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Employee Stock Option (Right to Buy)	$12.015	M	40000	Disposed	2015-10-04	Common Stock (40000)	Direct
2012-09-28	Employee Stock Option (right to buy)	$4.40	M	23634	Disposed	2013-08-19	Common Stock (23634)	Direct

Footnotes

F1: Reflects shares held by the Simon and Cynthia Rote 2007 Trust, of which the reporting person and the reporting persons spouse are trustees.

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 10/04/2005, and expiration date is 10/10/2015.

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 8/19/2003, and expiration date is 8/19/2013.

F4: This option was previously reported as an option for 20,000 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.

F5: This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $8.80 per share, of which 11,817 remained unexercised, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.