Sec Form 4 Filing - ADAIR A JAYSON @ COPART INC - 2019-09-09

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 ADAIR A JAYSON 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O COPART, INC. 14185 DALLAS PARKWAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2019 (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 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) 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 ( 5 ) $ 17.81 09/09/2019 M 4,000,000 ( 6 ) 04/15/2023 Common Stock 4,000,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ADAIR A JAYSON C/O COPART, INC. 14185 DALLAS PARKWAY SUITE 300 DALLAS, TX75254 X Chief Executive Officer Signatures /s/ Jeffrey Liaw, as attorney-in-fact 09/11/2019 Signature of Reporting Person Date

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.

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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