COPART INC — Director's Dealing 2016

Sep 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2016-09-22

Reporting Person: FRANKLIN WILLIAM E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-22	Common Stock	M	100000	$17.195	Acquired	105026	Direct
2016-09-22	Common Stock	S	100000	$52.9466	Disposed	8058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-22	Employee Stock Option (right to buy)	$17.195	M	100000	Disposed	2017-09-28	Common Stock (100000.0)	Direct

Footnotes

F1: The total number of shares has been adjusted down by a gift of 5,705 shares to charities in December 2012, which were not previously reported.

F2: Includes 516 shares of Common Stock on December 31, 2012; 410 shares of Common Stock on June 30, 2013; 399 shares of Common Stock on December 31, 2013; 341 Shares of Common Stock on June 30, 2014; 344 shares of Common Stock on December 31, 2013; 341 shares of common stock on June 30, 2015; 350 shares of Common Stock on December 31, 2015; and 331 shares of Common stock on June 30, 2016; acquired under the company's 1994 Employee Stock Purchase Plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.84 to $53.09, inclusive. The reporting person undertakes to provide to Copart, Inc., any security holder of Copart, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

F4: This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $34.39 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F5: Issued pursuant to the 2001 Stock Option Plan. Twenty percent (20%) of the options vested on the first anniversary of the date of grant and the balance vested on a monthly basis over the remaining 48 months succeeding such first anniversary.