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: 2016-01-21

Reporting Person: JOHNSON WILLIS J (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-21	Common Stock	G	45350	—	Disposed	1328978	Indirect
2016-09-01	Common Stock	M	400000	$17.195	Acquired	481240	Direct
2016-09-01	Common Stock	M	4000000	$15.105	Acquired	4481240	Direct
2016-09-01	Common Stock	F	2602350	$51.23	Disposed	1878890	Direct

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	Stock Option	$15.105	M	4000000	Disposed	2019-04-14	Common Stock (4000000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7395645	Indirect

Footnotes

F1: Reflects shares held by the Reba Family Limited Partnership II, of which the reporting person and the reporting person's spouse are the general partners.

F2: Reflects shares held by the Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997, of which the reporting person and the reporting person's spouse are trustees.

F3: 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.

F4: 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.

F5: 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.

F6: 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.