COPART INC — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2012-12-16

Reporting Person: MITZ VINCENT W (Director, President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-16	Stock Option (right to buy)	$16.43	J	40000	Disposed	2019-09-25	Common Stock (40000)	Direct
2012-12-16	Stock Option (right to buy)	$17.32	J	110000	Disposed	2020-03-04	Common Stock (110000)	Direct
2012-12-16	Stock Option (right to buy)	$16.38	J	86667	Disposed	2020-10-04	Common Stock (86667)	Direct
2012-12-16	Stock Option (right to buy)	$20.56	J	60000	Disposed	2021-03-04	Common Stock (60000)	Direct
2012-12-16	Stock Option (right to buy)	$16.43	J	40000	Acquired	2019-09-25	Common Stock (40000)	Indirect
2012-12-16	Stock Option (right to buy)	$17.32	J	110000	Acquired	2020-03-04	Common Stock (110000)	Indirect
2012-12-16	Stock Option (right to buy)	$16.38	J	86667	Acquired	2020-10-04	Common Stock (86667)	Indirect
2012-12-16	Stock Option (right to buy)	$20.56	J	60000	Acquired	2021-03-04	Common Stock (60000)	Indirect
2012-12-17	Stock Option (right to buy)	$16.43	G	40000	Disposed	2019-09-25	Common Stock (40000)	Indirect
2012-12-17	Stock Option (right to buy)	$17.32	G	110000	Disposed	2020-03-04	Common Stock (110000)	Indirect
2012-12-17	Stock Option (right to buy)	$16.38	G	86667	Disposed	2020-10-04	Common Stock (86667)	Indirect
2012-12-17	Stock Option (right to buy)	$20.56	G	60000	Disposed	2021-03-04	Common Stock (60000)	Indirect
2012-12-17	Stock Option (right to buy)	$16.43	G	40000	Acquired	2019-09-25	Common Stock (40000)	Indirect
2012-12-17	Stock Option (right to buy)	$17.32	G	110000	Acquired	2020-03-04	Common Stock (110000)	Indirect
2012-12-17	Stock Option (right to buy)	$16.38	G	86667	Acquired	2020-10-04	Common Stock (86667)	Indirect
2012-12-17	Stock Option (right to buy)	$20.56	G	60000	Acquired	2021-03-04	Common Stock (60000)	Indirect
2012-12-17	Stock Option (right to buy)	$16.43	G	55000	Disposed	2019-09-25	Common Stock (55000)	Direct
2012-12-17	Stock Option (right to buy)	$17.195	G	200000	Disposed	2017-09-28	Common Stock (200000)	Direct
2012-12-17	Stock Option (right to buy)	$19.775	G	66667	Disposed	2018-09-26	Common Stock (66667)	Direct
2012-12-17	Stock Option (right to buy)	$16.43	G	55000	Acquired	2019-09-25	Common Stock (55000)	Indirect
2012-12-17	Stock Option (right to buy)	$17.195	G	200000	Acquired	2017-09-28	Common Stock (200000)	Indirect
2012-12-17	Stock Option (right to buy)	$19.775	G	66667	Acquired	2018-09-26	Common Stock (66667)	Indirect

Footnotes

F1: Represents a transfer of vested options to purchase shares of common stock for no consideration from the reporting person to the reporting person's wife as her sole and separate property pursuant to a marital property partition agreement between the reporting person and his wife.

F2: Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on September 25, 2010, and, thereafter, one-sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (September 25, 2009), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of September 25, 2009.

F3: This option was previously reported as an option to purchase 75,000 shares of common stock at an exercise price of $32.86 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012.

F4: Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on March 4, 2011, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (March 4, 2010), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of March 4, 2010.

F5: This option was previously reported as an option to purchase 100,000 shares of common stock at an exercise price of $34.64 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012.

F6: Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on October 4, 2011, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (October 4, 2010), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of October 4, 2010.

F7: This option was previously reported as an option to purchase 100,000 shares of common stock at an exercise price of $32.76 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012.

F8: Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on March 4, 2012, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (March 4, 2011), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of March 4, 2011.

F9: This option was previously reported as an option to purchase 250,000 shares of common stock at an exercise price of s $41.12 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012.

F10: Represents a transfer of an option to purchase shares of common stock for no consideration from the reporting person's wife to the VWM Investment Trust, for which the reporting person serves as trustee.

F11: Option to purchase shares of common stock held by the VWM Investment Trust, for which the reporting person serves as trustee.

F12: Represents a transfer of an option to purchase shares of common stock for no consideration from the reporting person to the KMM Investment Trust for the benefit of the reporting person's wife and children. The reporting person's wife is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

F13: Subject to the reporting person's continuing service through each such date, one fifth (1/5th) of the shares subject to the option vested and became exercisable on September 28, 2008, and, thereafter, one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable each month on the same day of the month as the date of grant (September 28, 2007), such that one hundred percent (100%) of the shares subject to the option were vested and exercisable on September 28, 2012.

F14: This option was previously reported as an option to purchase 100,000 shares of common stock at an exercise price of $34.39 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012.

F15: Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on September 26, 2009, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (September 26, 2008), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of September 26, 2008.

F16: This option was previously reported as an option to purchase 40,000 shares of common stock at an exercise price of $39.55 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012.

F17: Option to purchase shares of common stock held by the KMM Investment Trust for the benefit of the reporting person's wife and children. The reporting person's wife is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.