Sec Form 4 Filing - COHAN STEVEN D @ COPART INC - 2013-03-05

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 COHAN STEVEN D 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) 03/05/2013 (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 03/05/2013 M( 1 ) 20,000 ( 3 ) A $ 9.56 20,006 D Common Stock 03/05/2013 M( 1 ) 40,000 ( 3 ) A $ 12.015 60,006 D Common Stock 03/05/2013 M( 1 ) 19,612 ( 3 ) A $ 14.855 79,618 D Common Stock 03/05/2013 S( 1 ) 79,612 D $ 33.4666 ( 9 ) 6 D Common Stock 03/06/2013 M( 1 ) 20,388 ( 3 ) A $ 14.855 20,394 D Common Stock 03/06/2013 S( 1 ) 20,388 D $ 33.5 6 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 ) $ 9.56 03/05/2013 M 20,000 ( 6 ) ( 2 ) 10/01/2014 Common Stock 20,000 $ 0 0 D Stock Option (right to buy) ( 1 ) $ 12.015 03/05/2013 M 40,000 ( 7 ) ( 4 ) 10/04/2015 Common Stock 40,000 $ 0 0 D Stock Option (right to buy) ( 1 ) $ 14.855 03/05/2013 M 19,612 ( 8 ) ( 5 ) 12/18/2016 Common Stock 19,612 $ 0 20,388 D Stock Option (right to buy) ( 1 ) $ 14.855 03/06/2013 M 20,388 ( 8 ) ( 5 ) 12/18/2016 Common Stock 20,388 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHAN STEVEN D C/O COPART, INC.14185 DALLAS PARKWAY SUITE 300 DALLAS, TX75254 X Signatures Steven D. Cohan 03/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions on this Form 4 consists of the exercise of a stock option to purchase 100,000 shares of Common Stock granted under the 2001 Stock Option Plan and the sale of 100,000 shares of Common Stock the reporting person purchased through the exercise of such stock option. The 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 10/1/2004, and expiration date 10/1/2014. ( 3 )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. At the same time,pursuant to anti-dilution provisions of Copart's equity incentive plan an option 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, ( 4 )The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 10/4/2005, and expiration date 10/4/2015. ( 5 )The option vested 50% after the first year, and thereafter monthly, over the remaining 12 months vesting term. The option grant date was 12/18/2006, and expiration date 12/18/2016. ( 6 )This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $19.12 per share, of which 10,000 remained unexercised, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 7 )This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $24.03 per share, of which 20,000 remained unexercised, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 8 )This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $29.71 per share, of which 20,000 remained unexercised, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 9 )The price shown in Column 4 is a weighted average sale price. The price range for the sales is $33.3046 to $33.66. 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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