COPART INC — Director's Dealing 2012

Apr 2, 2012

SEC Form 4/A — Form 4/A

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-03-26

Reporting Person: ADAIR A JAYSON (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-26	Common Stock	M	18200	$5.495	Acquired	1059300	Direct
2012-03-26	Common Stock	M	22726	$4.40	Acquired	1082026	Direct
2012-03-26	Common Stock	M	3334	$9.00	Acquired	1085360	Direct
2012-03-26	Common Stock	M	14146	$12.015	Acquired	1099506	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-26	Employee Stock Option (right to buy)	$5.495	M	18200	Disposed	2012-10-21	Common Stock (18200)	Direct
2012-03-26	Employee Stock Option (right to buy)	$4.40	M	22726	Disposed	2013-08-19	Common Stock (22726)	Direct
2012-03-26	Employee Stock Option (right to buy)	$9.00	M	3334	Disposed	2014-01-22	Common Stock (3334)	Direct
2012-03-26	Employee Stock Option (right to buy)	$12.015	M	14146	Disposed	2015-10-04	Common Stock (14146)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	373639	Indirect
Common Stock	12348	Indirect
Common Stock	12348	Indirect

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: Reflects shares held by A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees.

F3: Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family.

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 August 19, 2003, and it became fully exercisable on August 19, 2008.

F5: 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.

F6: 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.

F7: This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $10.99 per share of which 9,100 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 100,000 shares of common stock at an exercise price of $8.80 per share of which 11,363 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F9: This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $18.00 per share of which 1,667 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F10: This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $24.03 per share of which 7,073 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F11: 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 520,500 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 9,100 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 18,200 shares of common stock, (b) an option for 11,363 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 22,726 shares of common stock, (c) an option for 1,667 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 3,334 shares of common stock and (d) an option for 7,073 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 14,146 shares of common stock.

F12: As a result of the stock dividend described in footnote (11), the reporting person received (a) 186,819 shares of Copart common stock in respect of the A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees (b) 6,174 shares of Copart common stock in respect of the irrevocable trust for the benefit of a member of the reporting person's immediate family and (c) 6,174 shares of Copart common stock in respect of the irrevocable trust for the benefit of a member of the reporting person's immediate family, respectively, as of March 23, 2012.