COPART INC — Director's Dealing 2012

Mar 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-03-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-13	Common Stock	M	68333	$18.00	Acquired	618883	Direct
2012-03-13	Common Stock	F	42541	$52.75	Disposed	576342	Direct
2012-03-13	Common Stock	M	92927	$24.03	Acquired	669269	Direct
2012-03-13	Common Stock	F	65950	$52.75	Disposed	603319	Direct
2012-03-14	Common Stock	S	30000	$52.6264	Disposed	573319	Direct
2012-03-14	Common Stock	S	52769	$52.7242	Disposed	520550	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-13	Employee Stock Option (right to buy)	$18.00	M	68333	Disposed	2014-01-22	Common Stock (68333)	Direct
2012-03-13	Employee Stock Option (right to buy)	$24.03	M	92927	Disposed	2015-10-04	Common Stock (92927)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	186819	Indirect
Common Stock	6174	Indirect
Common Stock	6174	Indirect

Footnotes

F1: Shares withheld by the issuer in payment of the aggregate option exercise price and withholding tax liability incurred upon the reported option exericse.

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 January 22, 2004, and it became fully exercisable on January 22, 2009.

F3: 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.

F4: Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family.

F5: 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.

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