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*
Rosenstein Barry

(Last) (First) (Middle)
C/O JANA PARTNERS LLC
767 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10153

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/05/2008 S 482,182 D $25.62 5,452,005 I See footnote (1)
Common Stock 12/05/2008 S 587,511 D $25.71 4,864,494 I See footnote (1)
Common Stock 12/08/2008 S 260,463 D $25.96 4,604,031 I See footnote (1)
Common Stock 12/08/2008 S 239,537 D $26.08 4,364,494 I See footnote (1)
Common Stock 12/09/2008 S 259,150 D $25.08 4,105,344 I See footnote (1)
Common Stock 12/09/2008 S 215,850 D $25.4 3,889,494 I See footnote (1)
Common Stock 12/09/2008 S 25,000 D $25.46 3,864,494 I See footnote (1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Rosenstein Barry

(Last) (First) (Middle)
C/O JANA PARTNERS LLC
767 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JANA PARTNERS LLC

(Last) (First) (Middle)
767 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
Explanation of Responses:
1. JANA Partners LLC ("JANA") is a private money management firm which beneficially owns 3,864,494 shares of the Issuer's common stock through various entities and accounts under its management and control. Barry Rosenstein is the Managing Partner of JANA. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein.
Remarks:
JANA may be deemed to be a director by virtue of the fact that Barry Rosenstein, Managing Partner of JANA, currently serves on the board of directors of the Issuer.
/s/ Barry Rosenstein 12/09/2008
/s/ JANA Partners LLC by Charles Penner, General Counsel 12/09/2008
** 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).
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