COPART INC — Director's Dealing 2012

Mar 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-03-27

Reporting Person: Blunt Matt (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-27	Common Stock	M	20000	$35.24	Acquired	20000	Direct
2012-03-27	Common Stock	S	1117	$53.15	Disposed	11133	Direct
2012-03-27	Common Stock	S	2601	$53.19	Disposed	8532	Direct
2012-03-28	Common Stock	S	7650	$52.82	Disposed	12350	Direct
2012-03-28	Common Stock	S	100	$53.15	Disposed	12250	Direct
2012-03-28	Common Stock	S	8532	$52.82	Disposed	0	Direct
2012-03-28	Common Stock	M	4293	$33.12	Acquired	4293	Direct
2012-03-28	Common Stock	S	4293	$52.82	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-27	Stock Option (Right to Buy)	$35.24	M	20000	Disposed	2019-12-03	Common Stock (20000)	Direct
2012-03-28	Stock Option (right to buy)	$33.12	M	4293	Disposed	2020-12-02	Common Stock (4293)	Direct

Footnotes

F1: The transaction on this Form 4 consists of the exercise of a stock option to purchase 20,000 shares of Common Stock granted under the 2007 Equity Incentive Plan 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).

F2: The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/03/2009, and expiration date 12/03/2019.

F3: 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

F4: The transaction on this Form 4 consists of the exercise of a stock option to purchase 4,293 shares of Common Stock granted under the 2007 Equity Incentive Plan 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).

F5: 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.

F6: The options reported are post stock split which was effective March 28, 2012. The original grant date was 12/02/2010 and was for 20,000 options.