Sec Form 4 Filing - Blunt Matt @ COPART INC - 2013-01-15

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 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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1. Name and Address of Reporting Person Blunt Matt 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) (Last) (First) (Middle) C/O COPART, INC. 14185 DALLAS PARKWAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2013 (Street) DALLAS, TX75254 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/15/2013 M 20,000 A $ 16.56 20,000 D Common Stock 01/15/2013 M 20,000 A $ 13.2 40,000 D Common Stock 01/15/2013 M 20,000 A $ 22.59 60,000 D Common Stock 01/15/2013 S 60,000 D $ 31.7282 ( 5 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) ( 1 ) $ 16.56 01/15/2013 M 20,000 ( 2 ) ( 1 ) 12/02/2020 Common Stock 20,000 $ 0 0 D Stock Option (right to buy) $ 13.2 01/15/2013 M 20,000 ( 2 ) ( 3 ) 01/13/2019 Common Stock 20,000 $ 0 0 D Stock Option (right to buy) $ 22.59 01/15/2013 M 20,000 ( 2 ) ( 4 ) 12/14/2021 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blunt Matt C/O COPART, INC. 14185 DALLAS PARKWAY SUITE 300 DALLAS, TX75254 X Signatures Matt Blunt 01/16/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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 pursuant to anti-dilution provisions of the Company's equity incentive plan, both options for 20,000 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 40,000 shares of common stock. ( 3 )The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 1/13/2009, and expiration date 1/13/2019. ( 4 )The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/14/2011, and expiration date 12/14/2021. ( 5 )The price shown in Column 4 is a weighted average sale price. The price range for the sales is $31.50 to $31.95. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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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