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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Blunt Matt (Last) (First) (Middle) C/O COPART, INC. 4665 BUSINESS CENTER DRIVE (Street) FAIRFIELD CA 94534 (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) 03/27/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(3)	03/27/2012		M		20,000	A	$35.24	20,000(1)	D
Common Stock	03/27/2012		S		1,117	D	$53.15	11,133(1)	D
Common Stock	03/27/2012		S		2,601	D	$53.19	8,532(1)	D
Common Stock	03/28/2012		S		7,650	D	$52.82	12,350(1)	D
Common Stock	03/28/2012		S		100	D	$53.15	12,250(1)	D
Common Stock	03/28/2012		S		8,532	D	$52.82	0(1)	D
Common Stock	03/28/2012		M		4,293	A	$33.12	4,293(4)	D
Common Stock	03/28/2012		S		4,293	D	$52.82	0(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(1)	$35.24	03/27/2012		M			20,000	(2)	12/03/2019	Common Stock	20,000	$0	0	D
Stock Option (right to buy)(4)	$33.12	03/28/2012		M			4,293	(5)	12/02/2020	Common Stock	4,293	$0	31,414(6)	D

Explanation of Responses:

1. The transaction on this Form 4 consists of the exercise of a stock option to purchase 20,000 shares of Common Stock granted under the 2007 Equity Incentive Plan and the sale of all of the shares of Common Stock the reporting person purchased through the exercise of such stock option. These shares that were issued upon the exercise of an option (described in Table II) were immediately used to cover sales (described in Table I).

2. The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/03/2009, and expiration date 12/03/2019.

3. On January 10, 2012, Copart, Inc., a Delaware corporation, became the successor of Copart, Inc., a California corporation, pursuant to a merger. The merger had the effect of changing Copart, Inc.'s domicile, but did not alter the proportionate interests of security holders

4. The transaction on this Form 4 consists of the exercise of a stock option to purchase 4,293 shares of Common Stock granted under the 2007 Equity Incentive Plan and the sale of all of the shares of Common Stock the reporting person purchased through the exercise of such stock option. These shares that were issued upon the exercise of an option (described in Table II) were immediately used to cover sales (described in Table I).

5. The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/02/2010, and expiration date 12/02/2020.

6. The options reported are post stock split which was effective March 28, 2012. The original grant date was 12/02/2010 and was for 20,000 options.

	Matt Blunt	03/29/2012
	** 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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