COPART INC — Director's Dealing 2012

Oct 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-09-27

Reporting Person: Wylie Thomas (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-27	Common Stock	M	90000	$17.195	Acquired	91723	Direct
2012-09-27	Common Stock	S	90000	$27.6133	Disposed	1723	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-27	Employee Stock Option (right to buy)	$17.195	M	90000	Disposed	2017-09-28	Common Stock (90000)	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: This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $34.39 per share of which 49,167 remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8,2012

F3: 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.