COPART INC — Director's Dealing 2019

Sep 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2019-09-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-09	Common Stock	M	4000000	$17.81	Acquired	4000000	Direct
2019-09-09	Common Stock	F	2097314	$82.29	Disposed	1902686	Direct
2019-09-09	Common Stock	G	1902686	—	Disposed	0	Direct
2019-09-09	Common Stock	G	1902686	—	Acquired	6444004	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-09	Stock Option	$17.81	M	4000000	Disposed	2023-04-15	Common Stock (4000000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	450000	Indirect
Common Stock	2000000	Indirect
Common Stock	30528	Indirect
Common Stock	1100000	Indirect
Common Stock	30528	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 JTGJ Investments II, LP, a Texas limited partnership("JTGJ II"), 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 II except to the extent of his pecuniary interest, if any, therein.

F4: Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family as of fiscal year end 2013, 2014, 2015 and 2016.

F5: Pursuant to the terms of the Stand Alone Stock Option Agreement in the form set forth as Exhibit B to Form DEF14 filed with the SEC on November 15, 2013.

F6: 20% of the options will vest on April 15, 2015, the first anniversary of the date of grant, and the balance will vest monthly thereafer such that 100% of the options will be vested on April 15, 2019, subject to the executive's continued service on each such vesting date. Vesting of the options may accelerate upon certain conditions as set forth in the Stand Alone Stock Option Agreement.