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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COPART INC [ CPRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/09/2019 | M | 4,000,000 | A | $17.81 | 4,000,000 | D | |||
Common Stock | 09/09/2019 | F | 2,097,314 | D | $82.29 | 1,902,686 | D | |||
Common Stock | 09/09/2019 | G | V | 1,902,686 | D | $0 | 0 | D | ||
Common Stock | 09/09/2019 | G | V | 1,902,686 | A | $0 | 6,444,004 | I | A. Jayson Adair and Tammi L. Adair Revocable Trust(1) | |
Common Stock | 450,000 | I | The Adair Foundation(2) | |||||||
Common Stock | 2,000,000 | I | JTGJ Investments II, LP(3) | |||||||
Common Stock | 30,528 | I | Irrevocable trust A | |||||||
Common Stock | 1,100,000 | I | JTGJ Investments, LP(2) | |||||||
Common Stock | 30,528 | I | Irrevocable trust B(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(5) | $17.81 | 09/09/2019 | M | 4,000,000 | (6) | 04/15/2023 | Common Stock | 4,000,000 | $0 | 0 | D |
Explanation of Responses: |
1. 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. |
2. Reflects shares held by JTGJ Investments, LP, a Texas limited partnership("JTGJ"), of which (a) Adair Ventures, LLC is the general partner, of which the reporting person and the reporting person's wife are the members, and (b) the reporting person and the reporting person's wife were then the sole limited partners. The reporting person disclaims beneficial ownership of the issuer's common stock held by JTGJ except to the extent of his pecuniary interest, if any, therein. |
3. Reflects shares held by JTGJ Investments II, LP, a Texas limited partnership("JTGJ II"), of which (a) Adair Ventures, LLC is the general partner, of which the reporting person and the reporting person's wife are the members, and (b) the reporting person and the reporting person's wife were then the sole limited partners. The reporting person disclaims beneficial ownership of the issuer's common stock held by JTGJ II except to the extent of his pecuniary interest, if any, therein. |
4. Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family as of fiscal year end 2013, 2014, 2015 and 2016. |
5. Pursuant to the terms of the Stand Alone Stock Option Agreement in the form set forth as Exhibit B to Form DEF14 filed with the SEC on November 15, 2013. |
6. 20% of the options will vest on April 15, 2015, the first anniversary of the date of grant, and the balance will vest monthly thereafer such that 100% of the options will be vested on April 15, 2019, subject to the executive's continued service on each such vesting date. Vesting of the options may accelerate upon certain conditions as set forth in the Stand Alone Stock Option Agreement. |
Remarks: |
/s/ Jeffrey Liaw, as attorney-in-fact | 09/11/2019 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |