Edgar Filing: ADAIR A JAYSON

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ADAIR A JAYSON

2. Issuer Name and Ticker or Trading Symbol
COPART INC [CPRT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O COPART, INC. 4665 BUSINESS CENTER DR

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2012

(Street)

FAIRFIELD, CA 94534

4. If Amendment, Date Original Filed(Month/Day/Year)
03/28/2012

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽⁷⁾	03/26/2012		M		18,200	A	$ 5.495 ⁽¹¹⁾	1,059,300 ⁽¹¹⁾	D
Common Stock	03/26/2012		M		22,726	A	$ 4.4 ⁽¹¹⁾	1,082,026 ⁽¹¹⁾	D
Common Stock	03/26/2012		M		3,334	A	$ 9 ⁽¹¹⁾	1,085,360 ⁽¹¹⁾	D
Common Stock	03/26/2012		M		14,146	A	$ 12.015 ⁽¹¹⁾	1,099,506 ⁽¹¹⁾	D
Common Stock								373,639 ⁽¹²⁾	I	See footnote ⁽²⁾
Common Stock								12,348 ⁽¹²⁾	I	See footnote ⁽³⁾
Common Stock								12,348 ⁽¹²⁾	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 5.495

03/26/2012

18,200

⁽⁶⁾

10/21/2012

Common Stock ⁽⁷⁾

18,200 ⁽⁷⁾

$ 0

Employee Stock Option (right to buy)

$ 4.4

03/26/2012

22,726

⁽⁴⁾

08/19/2013

Common Stock ⁽⁸⁾

22,726 ⁽⁸⁾

$ 0

Employee Stock Option (right to buy)

$ 9

03/26/2012

3,334

⁽¹⁾

01/22/2014

Common Stock ⁽⁹⁾

3,334 ⁽⁹⁾

$ 0

Employee Stock Option (right to buy)

$ 12.015

03/26/2012

14,146

⁽⁵⁾

10/04/2015

Common Stock ⁽¹⁰⁾

14,146 ⁽¹⁰⁾

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ADAIR A JAYSON C/O COPART, INC. 4665 BUSINESS CENTER DR FAIRFIELD, CA 94534	X		Chief Executive Officer

Signatures

A. Jayson Adair		03/28/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was January 22, 2004, and it became fully exercisable on January 22, 2009.
(2)	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.
(3)	Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family.
(4)	The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was August 19, 2003, and it became fully exercisable on August 19, 2008.
(5)	The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was October 4, 2005, and it became fully exercisable on October 4, 2010.
(6)	The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was October 21, 2002, and it became fully exercisable on October 21, 2007.
(7)	This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $10.99 per share of which 9,100 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.
(8)	This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $8.80 per share of which 11,363 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.
(9)	This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $18.00 per share of which 1,667 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.
(10)	This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $24.03 per share of which 7,073 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.
(11)	On March 8, 2012, Copart declared a stock dividend, payable to all holders of record of common stock on March 23, 2012, of one share of common stock for each share of common stock outstanding. As a result, the reporting person received 520,500 shares of Copart common stock as of March 23, 2012. At the same time, pursuant to anti-dilution provisions of Copart's equity incentive plan (a) an option for 9,100 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 18,200 shares of common stock, (b) an option for 11,363 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 22,726 shares of common stock, (c) an option for 1,667 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 3,334 shares of common stock and (d) an option for 7,073 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 14,146 shares of common stock.
(12)	As a result of the stock dividend described in footnote (11), the reporting person received (a) 186,819 shares of Copart common stock in respect of the A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees (b) 6,174 shares of Copart common stock in respect of the irrevocable trust for the benefit of a member of the reporting person's immediate family and (c) 6,174 shares of Copart common stock in respect of the irrevocable trust for the benefit of a member of the reporting person's immediate family, respectively, as of March 23, 2012.

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