COPART INC — Major Shareholding Notification 2015

Feb 11, 2015

SC 13G/A 1 copart_sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

Copart, Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)

217204 10 6
(CUSIP
Number)

| December 31, 2014 |
| --- |
| (Date of
Event Which Requires Filing of this
Statement) |

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

☐ Rule 13d-l(b)
☐ Rule 13d-l(c)
☒ Rule 13d-l(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).

Page 1 of 5 pages

CUSIP No. 217204 10 6

1.
Willis J.
Johnson

1. Check the Appropriate Box if a Member of a Group (See Instructions)

☐	(a)
☐	(b)

1. SEC Use Only

2. Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:

| 5. | Sole Voting
Power | 4,600,000 shares of Common Stock
(1) |
| --- | --- | --- |
| 6. | Shared
Voting Power | 9,763,692 of Common Stock (2) |
| 7. | Sole
Dispositive Power | 4,600,000 shares of Common Stock
(1) |
| 8. | Shared
Dispositive Power | 9,763,692 shares of Common Stock
(2) |

1. Aggregate Amount Beneficially Owned by Each Reporting Person 14,363,692 shares of Common Stock

2. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

3. Percent of Class Represented by Amount in Row (9) 10.2 % (3)

12.
IN

| (1) | Includes
options to purchase 4,600,000 shares of Common Stock, which will be
exercisable within 60 days of December 31, 2014. |
| --- | --- |
| (2) | Consists of
7,395,645 shares of Common Stock held of record by the Willis J. Johnson
and Reba J. Johnson Revocable Trust DTD 1/16/1977 (“Johnson Trust”) and
2,368,047 shares of Common Stock held of record by the Reba Family Limited
Partnership II (“Limited Partnership”). Willis J. Johnson, a member of the
Issuer’s board of directors and named executive officer, is a trustee of
the Johnson Trust and a general partner of the Limited Partnership. Reba
J. Jonson, Willis J. Johnson’s spouse, is a trustee of the Johnson Trust
and a general partner of the Limited Partnership. |
| (3) | The
approximate percentages of Common Stock outstanding as of November 25,
2014, as reported in the Issuer’s Report on Form 10-Q for the period ended
October 31, 2014, plus the options to purchase 4,600,000 shares of Common
Stock, which will be exercisable within 60 days of December 31, 2014 held
by the Reporting Person. |

Page 2 of 5 pages

Item 1.
(a)	Name of
Issuer:
	Copart,
Inc.
(b)	Address of
Issuer's Principal Executive Offices:
	14185 Dallas
Parkway
	Suite
300
	Dallas, TX
75254
Item 2.
(a)	Name of
Person Filing:
	Willis J.
Johnson
(b)	Address of
Principal Business Office or, if none, Residence:
	Willis J.
Johnson
	c/o Copart,
Inc.
	14185 Dallas
Parkway
	Suite
300
	Dallas, TX
75254
(c)	Citizenship:
	United
States
(d)	Title of
Class of Securities:
	Common
Stock
(e)	CUSIP
Number:
	217204 10
6

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:

| (a) | ☐ | Broker or
dealer registered under section 15 of the Act (15 U.S.C.
78o). |
| --- | --- | --- |
| (b) | ☐ | Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
| (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8). |
| (e) | ☐ | An
investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent
holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
| (i) | ☐ | A church
plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | ☐ | Group, in
accordance with §240.13d-1(b)(1)(ii)(J). |

Item 4. Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014.

(a) Amount Beneficially Owned: 14,363,692

Page 3 of 5 pages

(b)	Percent of Class: 10.2% (1)
(c)	Number of shares as to which such persons have:
	(i)	Sole
power to vote or to direct the vote: 4,600,000 (2)
	(ii)	Shared
power to vote or to direct the vote: 9,763,692 (3)
	(iii)	Sole
power to dispose or to direct the disposition of: 4,600,000 (2)
	(iv)	Shared
power to dispose or to direct the disposition of: 9,763,692 (3)

| (1) | The approximate percentages of Common Stock outstanding as of
November 25, 2014, as reported in the Issuer’s Report on Form 10-Q for the
period ended October 31, 2014, plus the options to purchase 4,600,000
shares of Common Stock, which will be exercisable within 60 days of
December 31, 2014 held by the Reporting Person. |
| --- | --- |
| (2) | Includes options to purchase 4,600,000 shares of Common Stock,
which will be exercisable within 60 days of December 31,
2014. |
| (3) | Consists of 7,395,645 shares of Common Stock held of record by the
Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1977
(“Johnson Trust”) and 2,368,047 shares of Common Stock held of record by
the Reba Family Limited Partnership II (“Limited Partnership”). Willis J.
Johnson, a member of the Issuer’s board of directors and named executive
officer, is a trustee of the Johnson Trust and a general partner of the
Limited Partnership. Reba J. Jonson, Willis J. Johnson’s spouse, is a
trustee of the Johnson Trust and a general partner of the Limited
Partnership. |

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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

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 or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

Page 4 of 5 pages

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.

February 10, 2015
Date
By: /s/ Willis J. Johnson
Print Name: Willis J.
Johnson

Page 5 of 5 pages