SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Vannuccini Robert H.

(Last)

(First)

(Middle)

C/O COPART, INC. 14185 DALLAS PARKWAY

SUITE 300

(Street)

DALLAS

75254

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, Sales

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/14/2016		M		6,086	A	$16.43	9,703	D
Common Stock	07/14/2016		M		6,491	A	$19.775	16,194	D
Common Stock	07/14/2016		S		12,577	D	$49.9607⁽¹⁾	3,617⁽²⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)⁽³⁾	$16.43⁽⁴⁾	07/14/2016		M		6,086		⁽⁵⁾	09/25/2019	Common Stock	6,086	$16.43	93,914	D
Employee Stock Option (right to buy)⁽³⁾	$19.775⁽⁶⁾	07/14/2016		M		6,491		⁽⁷⁾	09/26/2018	Common Stock	6,491	$19.775	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.95 to $50.00, inclusive. The reporting person undertakes to provide to Copart, Inc., any security holder of Copart, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

2. Includes 243 shares of Common Stock on June 30, 2014; 344 shares of Common Stock on December 31, 2014; 341 shares of Common Stock on June 30, 2015; and 350 shares of Common Stock on December 31, 2015 acquired under the Company's 1994 Employee Stock Purchase Plan.

3. 2007 Equity Incentive Plan

4. This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $32.86 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

5. The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant was September 25, 2009 and became fully vested on September 25, 2014.

6. This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $39.55 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

7. The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant was September 26, 2008, and it became fully vested on September 26, 2013.

Remarks:

	/s/ Robert H. Vannuccini	07/15/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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