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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 5.495 | 05/31/2012 | M | 18,334 | (4) | 10/21/2012 | Common Stock (5) | 18,334 (5) | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 4.4 | 05/31/2012 | M | 35,000 | (2) | 08/19/2013 | Common Stock (6) | 35,000 (6) | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 9 | 05/31/2012 | M | 100,000 | (1) | 01/22/2014 | Common Stock (7) | 100,000 (7) | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 12.015 | 05/31/2012 | M | 80,000 | (3) | 10/04/2015 | Common Stock (8) | 80,000 (8) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MITZ VINCENT W C/O COPART, INC. 4665 BUSINESS CENTER DR FAIRFIELD, CA 94534 |
President | |||
| Vincent W. Mitz | 06/04/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 January 22, 2004, and it became fully exercisable on January 22, 2009. |
| (2) | The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 months vesting term. The option grant date was August 19, 2003, and it became fully exercisable on August 19, 2008. |
| (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 October 4, 2005, and it became fully exercisable on October 4, 2010. |
| (4) | 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 21, 2002, and it became fully exercisable on October 21, 2007. |
| (5) | This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $10.99 per share of which 9,167 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. |
| (6) | This option was previously reported as an option for 50,000 shares of common stock at an exercise price of $8.80 per share of which 17,500 shares of Common Stock remained exercisable, 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 50,000 shares of common stock at an exercise price of $18.00 per share of which 50,000 shares of Common Stock remained exercisable, 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 40,000 shares of common stock at an exercise price of $24.03 per share of which 40,000 shares of Common Stock remained exercisable, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012. |
| (9) | 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, the reporting person received 3 shares of Copart common stock as of March 23, 2012. At the same time,pursuant to anti-dilution provisions of Copart's equity incentive plan (a) an option for 50,000 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 100,000 shares of common stock, (b) an option for 17,500 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 35,000 shares of common stock, (c) an option for 40,000 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 80,000 shares of common stock and (d) an option for 9,167 shares of common stock held by the reporting person on March 23, 2012 became exercisable for 18,334 shares of common stock. |
| (10) | The price shown in Column 4 is a weighted average sale price. The price range for the sales is $27.00 to $27.44. 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. |
| (11) | On January 10, 2012, Copart, Inc., a Delaware corporation, became the successor of Copart, Inc., a California corporation, pursuant to a merger. The merger had the effect of changing Copart, Inc.'s domicile, but did not alter the proportionate interests of security holders |
| (12) | Includes 686 shares of Common Stock acquired under the Company's 1994 Employee Stock Purchase Plan on June 30, 2010 (343 shares). As a result of the stock dividend described in footnote 3, the reporting person received 343 shares of Coaprt common stock as of March 23, 2012. |