COPART INC — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-05-31

Reporting Person: MITZ VINCENT W (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-31	Common Stock	M	18334	$5.495	Acquired	19026	Direct
2012-05-31	Common Stock	M	35000	$4.40	Acquired	54026	Direct
2012-05-31	Common Stock	M	100000	$9.00	Acquired	154026	Direct
2012-05-31	Common Stock	M	80000	$12.015	Acquired	234026	Direct
2012-05-31	Common Stock	S	233334	$27.1634	Disposed	692	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-31	Employee Stock Option (right to buy)	$5.495	M	18334	Disposed	2012-10-21	Common Stock (18334)	Direct
2012-05-31	Employee Stock Option (right to buy)	$4.40	M	35000	Disposed	2013-08-19	Common Stock (35000)	Direct
2012-05-31	Employee Stock Option (right to buy)	$9.00	M	100000	Disposed	2014-01-22	Common Stock (100000)	Direct
2012-05-31	Employee Stock Option (right to buy)	$12.015	M	80000	Disposed	2015-10-04	Common Stock (80000)	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 January 22, 2004, and it became fully exercisable on January 22, 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 August 19, 2003, and it became fully exercisable on August 19, 2008.

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

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 October 21, 2002, and it became fully exercisable on October 21, 2007.

F5: This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $10.99 per share of which 9,167 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F6: This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $8.80 per share of which 17,500 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F7: This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $18.00 per share of which 50,000 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F8: This option was previously reported as an option for 40,000 shares of common stock at an exercise price of $24.03 per share of which 40,000 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F9: 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. As a result, the reporting person received 3 shares of Copart common stock as of March 23, 2012. At the same time,pursuant to anti-dilution provisions of Copart's equity incentive plan (a) 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, (b) an option for 17,500 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 35,000 shares of common stock, (c) an option for 40,000 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 80,000 shares of common stock and (d) an option for 9,167 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 18,334 shares of common stock.

F10: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $27.00 to $27.44. 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.

F11: On January 10, 2012, Copart, Inc., a Delaware corporation, became the successor of Copart, Inc., a California corporation, pursuant to a merger. The merger had the effect of changing Copart, Inc.'s domicile, but did not alter the proportionate interests of security holders

F12: Includes 686 shares of Common Stock acquired under the Company's 1994 Employee Stock Purchase Plan on June 30, 2010 (343 shares). As a result of the stock dividend described in footnote 3, the reporting person received 343 shares of Coaprt common stock as of March 23, 2012.