COPART INC — Director's Dealing 2016

Sep 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2016-09-01

Reporting Person: ADAIR A JAYSON (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-01	Common Stock	M	400000	$17.195	Acquired	400000	Direct
2016-09-01	Common Stock	M	200000	$19.775	Acquired	600000	Direct
2016-09-01	Common Stock	M	4000000	$15.105	Acquired	4600000	Direct
2016-09-01	Common Stock	F	2729797	$51.23	Disposed	1870203	Direct
2016-09-01	Common Stock	G	1870203	—	Disposed	0	Direct
2016-09-01	Common Stock	G	1870203	—	Acquired	4185083	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-01	Employee Stock Option (right to buy)	$17.195	M	400000	Disposed	2017-09-28	Common Stock (400000.0)	Direct
2016-09-01	Employee Stock Option (right to buy)	$19.775	M	200000	Disposed	2018-09-26	Common Stock (200000.0)	Direct
2016-09-01	Stock Option	$15.105	M	4000000	Disposed	2019-04-14	Common Stock (4000000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	550000	Indirect
Common Stock	11166	Indirect
Common Stock	11028	Indirect

Footnotes

F1: Reflects shares held by A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees.

F2: Reflects shares held by JTGJ Investments, LP, a Texas limited partnership("JTGJ"), of which (a) Adair Ventures, LLC is the general partner, of which the reporting person and the reporting person's wife are the members, and (b) the reporting person and the reporting person's wife were then the sole limited partners. The reporting person disclaims beneficial ownership of the issuer's common stock held by JTGJ except to the extent of his pecuniary interest, if any, therein.

F3: Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family.

F4: This option was previously reported as an option for 200,000 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 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.

F6: This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $39.55 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F7: Issued pursuant to 2007 Equity Incentive 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 48 months succeeding such first anniversary.

F8: This option was previously reported as an option for 2,000,000 shares of common stock at an exercise price of $30.21 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

F9: Issued pursuant to the terms of the Stand Alone Stock Option Agreement in the form set forth as Exhibit 10.1 to Form 8-K filed with the SEC on April 16, 2009. 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.