COPART INC — Major Shareholding Notification 2008

Feb 14, 2008

SC 13G/A 1 v103079_sc13ga.htm Unassociated Document Licensed to: VF Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

COPART, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

217204106

(CUSIP Number)

December 31, 2007

(Date of Event which Requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 217204106

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Thomas
W. Smith | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZEN
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 1,567,775 |
| | 6 | SHARED
VOTING POWER 3,680,782 |
| | 7 | SOLE
DISPOSITIVE POWER 2,134,269 |
| | 8 | SHARED
DISPOSITIVE POWER 3,680,782 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,815,051 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not
Applicable | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

• 2 -

CUSIP No. 217204106

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Scott
J. Vassalluzzo | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZEN
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 14,500 |
| | 6 | SHARED
VOTING POWER 3,680,782 |
| | 7 | SOLE
DISPOSITIVE POWER 95,014 |
| | 8 | SHARED
DISPOSITIVE POWER 3,680,782 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,775,796 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not
Applicable | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.2% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

• 3 -

ITEM 1. (a)

Copart, Inc.

(b) Address of Issuer's Principal Executive Offices:

4665 Business Center Drive

Fairfield, CA 94534

ITEM 2. (a)

(i) Thomas W. Smith

(ii) Scott J. Vassalluzzo

The filing of this Statement shall not be deemed to be an admission that the filing persons (the “Reporting Persons”) comprise a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons each disclaim beneficial ownership of the shares reported in this Schedule 13G in excess of those shares as to which they have or share voting or investment authority.

(b) Address of Principal Business Office:

The following is the address of the principal business office of each of the Reporting Persons:

323 Railroad Avenue

Greenwich, CT 06830

(c) Citizenship:

Each of Messrs. Thomas W. Smith and Scott J. Vassalluzzo is a United States citizen.

(d) Title of Class of Securities:

Common Stock, no par value

(e) CUSIP Number:

217204106

• 4 -

ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

If this Statement is filed pursuant to Rule 13d-1(c), check this box [x]

ITEM 4. Ownership

(a) Thomas W. Smith - 5,815,051 shares; Scott J. Vassalluzzo -3,775,796 shares;

(b) Thomas W. Smith - 6.5%; Scott J. Vassalluzzo - 4.2%

(c) Thomas W. Smith has (i) the sole power to vote or direct the vote of 1,567,775 shares, (ii) the sole power to dispose or to direct the disposition of 2,134,269 shares, and (iii) the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of 3,680,782 shares. Scott J. Vassalluzzo has (i) the sole power to vote or direct the vote of 14,500 shares, (ii) the sole power to dispose or to direct the disposition of 95,014 shares, and (iii) the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of 3,680,782 shares. Voting and investment authority over investment accounts established for the benefit of certain family members and friends of the Reporting Persons is subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the investment account.

ITEM 5. Ownership of Five Percent or Less of a Class

Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

ITEM 8. Identification and Classification of Members of the Group

Not applicable.

ITEM 9. Notice of Dissolution of Group

Not applicable.

• 5 -

ITEM 10. Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

• 6 -

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Date: February
14, 2008 |
| --- |
| /s/
Thomas W.
Smith |
| Thomas
W. Smith |

| /s/
Scott J.
Vassalluzzo |
| --- |
| Scott
J. Vassalluzzo |

• 7 -

JOINT FILING AGREEMENT

The undersigned agree that the foregoing Amendment No. 6 to the Statement on Schedule 13G, dated February 14, 2008, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).

| Date: February
14, 2008 |
| --- |
| /s/
Thomas W.
Smith |
| Thomas
W. Smith |

| /s/
Scott J.
Vassalluzzo |
| --- |
| Scott
J. Vassalluzzo |

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