COPART INC — Director's Dealing 2013

Mar 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2013-03-05

Reporting Person: COHAN STEVEN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-05	Common Stock	M	20000	$9.56	Acquired	20006	Direct
2013-03-05	Common Stock	M	40000	$12.015	Acquired	60006	Direct
2013-03-05	Common Stock	M	19612	$14.855	Acquired	79618	Direct
2013-03-05	Common Stock	S	79612	$33.4666	Disposed	6	Direct
2013-03-06	Common Stock	M	20388	$14.855	Acquired	20394	Direct
2013-03-06	Common Stock	S	20388	$33.50	Disposed	6	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-05	Stock Option (Right to Buy)	$9.56	M	20000	Disposed	2014-10-01	Common Stock (20000)	Direct
2013-03-05	Stock Option (right to buy)	$12.015	M	40000	Disposed	2015-10-04	Common Stock (40000)	Direct
2013-03-05	Stock Option (right to buy)	$14.855	M	19612	Disposed	2016-12-18	Common Stock (19612)	Direct
2013-03-06	Stock Option (right to buy)	$14.855	M	20388	Disposed	2016-12-18	Common Stock (20388)	Direct

Footnotes

F1: The transactions on this Form 4 consists of the exercise of a stock option to purchase 100,000 shares of Common Stock granted under the 2001 Stock Option Plan and the sale of 100,000 shares of Common Stock the reporting person purchased through the exercise of such stock option. The 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 10/1/2004, and expiration date 10/1/2014.

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. At the same time,pursuant to anti-dilution provisions of Copart's equity incentive plan an option 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 option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 10/4/2005, and expiration date 10/4/2015.

F5: The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/18/2006, and expiration date 12/18/2016.

F6: This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $19.12 per share, of which 10,000 remained unexercised, 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 20,000 shares of common stock at an exercise price of $24.03 per share, of which 20,000 remained unexercised, 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 20,000 shares of common stock at an exercise price of $29.71 per share, of which 20,000 remained unexercised, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F9: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $33.3046 to $33.66. 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.