COPART INC — Director's Dealing 2013

Jan 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2013-01-15

Reporting Person: Blunt Matt (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-15	Common Stock	M	20000	$16.56	Acquired	20000	Direct
2013-01-15	Common Stock	M	20000	$13.20	Acquired	40000	Direct
2013-01-15	Common Stock	M	20000	$22.59	Acquired	60000	Direct
2013-01-15	Common Stock	S	60000	$31.7282	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-15	Stock Option (right to buy)	$16.56	M	20000	Disposed	2020-12-02	Common Stock (20000)	Direct
2013-01-15	Stock Option (right to buy)	$13.20	M	20000	Disposed	2019-01-13	Common Stock (20000)	Direct
2013-01-15	Stock Option (right to buy)	$22.59	M	20000	Disposed	2021-12-14	Common Stock (20000)	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: 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.

F3: The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 1/13/2009, and expiration date 1/13/2019.

F4: The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/14/2011, and expiration date 12/14/2021.

F5: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $31.50 to $31.95. 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.