COPART INC — Director's Dealing 2012

Apr 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-03-29

Reporting Person: Blunt Matt (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-29	Common Stock	M	11414	$16.56	Acquired	11414	Direct
2012-03-29	Common Stock	S	5707	$26.00	Disposed	5707	Direct
2012-03-29	Common Stock	S	5707	$26.01	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-29	Stock Option (right to buy)	$16.56	M	11414	Disposed	2020-12-02	Common Stock (11414)	Direct

Footnotes

F1: The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/02/2010, and expiration date 12/02/2020.

F2: This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $33.12 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F3: 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 pursuant to anti-dilution provisions of the Company's equity incentive plan, both options for 20,000 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 40,000 shares of common stock.

F4: The transaction on this Form 4 consists of the exercise of 5,707 shares of Common Stock pursuant to a stock option to purchase 20,000 shares of Common Stock granted under the 2007 Equity Incentive Plan (as adjusted to 11,414 shares of Common Stock and 40,000 shares of Common Stock respectively, in respect of the stock divident described in footnote 6) and the sale of all of the shares of Common Stock the reporting person purchased through the exercise of such stock option. These shares that were issued upon the exercise of an option (described in Table II) were immediately used to cover sales (described in Table I).