COPART INC — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2014-01-03

Reporting Person: MITZ VINCENT W (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-03	Common Stock	M	200000	$17.195	Acquired	200000	Indirect
2014-01-03	Common Stock	S	188372	$36.4169	Disposed	11628	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-03	Employee Stock Option (right to buy)	$17.195	M	200000	Disposed	2017-09-28	Common Stock (200000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	692	Direct

Footnotes

F1: The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was September 28, 2007, and it became fully exercisable on September 28, 2012.

F2: The price shown in Column 4 is a weighted average sale price. The price range for the sales is $36.25 to $36.693. 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.

F3: 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.

F4: Reflects Shares held by KMM Investment Trust, of which the reporting person's spouse is trustee.