Sec Form 4 Filing - LOWY RUSSELL @ COPART INC - 2012-11-29

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 LOWY RUSSELL 2. Issuer Name and Ticker or Trading Symbol COPART INC [ CPRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O COPART, INC. 14185 DALLAS PARKWAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2012 (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 11/29/2012 M 14,618 ( 4 ) A $ 9 14,618 D Common Stock 11/29/2012 M 63,333 ( 6 ) A $ 16.43 77,951 D Common Stock 11/29/2012 M 16,666 ( 8 ) A $ 16.38 94,617 D Common Stock 11/29/2012 M 80,000 ( 2 ) A $ 12.015 174,617 D Common Stock 11/29/2012 M 8,808 ( 10 ) A $ 17.195 183,425 D Common Stock 11/29/2012 S 183,425 D $ 30.2854 0 D Common Stock 11/30/2012 M 91,192 ( 10 ) A $ 17.195 91,192 D Common Stock 11/30/2012 M 53,332 ( 12 ) A $ 20.56 144,524 D Common Stock 11/30/2012 S 144,524 D $ 30.0917 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 Employee Stock Option (right to buy) $ 12.015 11/29/2012 M 80,000 ( 1 ) 10/04/2015 Common Stock 80,000 ( 2 ) $ 0 0 D Employee Stock Option (right to buy) $ 9 11/29/2012 M 14,618 ( 3 ) 01/22/2014 Common Stock 14,618 ( 4 ) $ 0 0 D Employee Stock Option (right to buy) $ 16.43 11/29/2012 M 63,333 ( 5 ) 09/25/2019 Common Stock 63,333 ( 6 ) $ 0 36,667 D Employee Stock Option (right to buy) $ 16.38 11/29/2012 M 16,666 ( 7 ) 10/04/2020 Common Stock 16,666 ( 8 ) $ 0 23,334 D Employee Stock Option (right to buy) $ 17.195 11/29/2012 M 8,808 ( 9 ) 09/28/2017 Common Stock 8,808 ( 10 ) $ 0 91,192 D Employee Stock Option (right to buy) $ 17.195 11/30/2012 M 91,192 ( 9 ) 09/28/2017 Common Stock 91,192 ( 10 ) $ 0 0 D Employee Stock Option (right to buy) $ 20.56 11/30/2012 M 53,332 ( 11 ) 03/04/2021 Common Stock 53,332 ( 12 ) $ 0 106,668 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LOWY RUSSELL C/O COPART, INC. 14185 DALLAS PARKWAY SUITE 300 DALLAS, TX75254 Chief Operating Officer Signatures Russell Lowy 12/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was October 4, 2005, and it became fully exercisable on October 4, 2010. ( 2 )This option was previously reported as an option for 40,000 shares of common stock at an exercise price of $24.03 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 3 )The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was January 22, 2004, and it became fully exercisable on January 22, 2009. ( 4 )This option was previously reported as an option for 40,000 shares of common stock at an exercise price of $18.00 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 5 )The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was September 25, 2009, and it becomes fully exercisable on September 25, 2014. ( 6 )This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $32.86 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 7 )The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was October 4, 2010, and it becomes fully exercisable on October 4, 2015. ( 8 )This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $32.76 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 9 )The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was September 28, 2007, and it became fully exercisable on September 28, 2012. ( 10 )This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $34.39 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. ( 11 )The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was March 4, 2011, and it becomes fully exercisable on March 4, 2016. ( 12 )This option was previously reported as an option for 80,000 shares of common stock at an exercise price of $41.12 per share but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.

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