COPART INC — Director's Dealing 2022

Dec 6, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2022-12-05

Reporting Person: STEARNS LEAH C (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-05	Restricted Stock Units	$	A	60000	Acquired		Common Stock (60000.0)	Direct
2022-12-05	Stock Option	$65.7	A	30000	Acquired		Common Stock (30000.0)	Direct
2022-12-05	Stock Option (right to buy)	$65.7	A	150000	Acquired		Common Stock (150000.0)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Copart, Inc. common stock.

F2: Subject to the Reporting Person continuing to be a Service Provider (as defined in the Amended and Restated 2007 Equity Incentive Plan) through each applicable vesting date, twenty percent (20%) of the RSUs subject to the award will vest on the first anniversary of the grant date, and 1/20 of the RSUs subject to the award will vest each three month quarter thereafter (on the same day of the last month in the quarter of the grant date), such that the award will be fully vested on the fifth anniversary of the grant date.

F3: Amended and Restated 2007 Equity Incentive Plan. Twenty percent (20%) of the options vest on the first anniversary of the grant date and the balance vests on a monthly basis over the 48 months succeeding such first anniversary.

F4: The option has a ten-year term, and expires on December 5, 2032.

F5: Amended and Restated 2007 Equity Incentive Plan. Twenty percent (20%) of the options vest on the first anniversary of the grant date and the balance vests on a monthly basis over the 48 months succeeding such first anniversary. In addition to service-based vesting, the award is also subject to a performance-based vesting condition, such that no portion of the otherwise vested award may be exercised unless the Copart, Inc. common stock price in trading on the Nasdaq Global Select Market is equal to or greater than $82.125 (an amount equal to 125% of the exercise price), both (i) at the time of any exercise, and (ii) at the closing price of the Copart, Inc. common stock in trading on the Nasdaq Global Select market for each of the twenty consecutive days preceding the date of any exercise.