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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 | ||||||||
| Stock Option (right to buy) | $ 16.43 | 12/16/2012 | J(1) | V | 40,000 | (2) | 09/25/2019 | Common Stock (3) | 40,000 | $ 0 | 110,000 | D | |||
| Stock Option (right to buy) | $ 17.32 | 12/16/2012 | J(1) | V | 110,000 | (4) | 03/04/2020 | Common Stock (5) | 110,000 | $ 0 | 90,000 | D | |||
| Stock Option (right to buy) | $ 16.38 | 12/16/2012 | J(1) | V | 86,667 | (6) | 10/04/2020 | Common Stock (7) | 86,667 | $ 0 | 113,333 | D | |||
| Stock Option (right to buy) | $ 20.56 | 12/16/2012 | J(1) | V | 60,000 | (8) | 03/04/2021 | Common Stock (9) | 60,000 | $ 0 | 440,000 | D | |||
| Stock Option (right to buy) | $ 16.43 | 12/16/2012 | J(1) | V | 40,000 | (2) | 09/25/2019 | Common Stock (3) | 40,000 | $ 0 | 40,000 | I | By wife | ||
| Stock Option (right to buy) | $ 17.32 | 12/16/2012 | J(1) | V | 110,000 | (4) | 03/04/2020 | Common Stock (5) | 110,000 | $ 0 | 110,000 | I | By wife | ||
| Stock Option (right to buy) | $ 16.38 | 12/16/2012 | J(1) | V | 86,667 | (6) | 10/04/2020 | Common Stock (7) | 86,667 | $ 0 | 86,667 | I | By wife | ||
| Stock Option (right to buy) | $ 20.56 | 12/16/2012 | J(1) | V | 60,000 | (8) | 03/04/2021 | Common Stock (9) | 60,000 | $ 0 | 60,000 | I | By wife | ||
| Stock Option (right to buy) | $ 16.43 | 12/17/2012 | G(10) | V | 40,000 | (2) | 09/25/2019 | Common Stock (3) | 40,000 | $ 0 | 0 | I | By wife | ||
| Stock Option (right to buy) | $ 17.32 | 12/17/2012 | G(10) | V | 110,000 | (4) | 03/04/2020 | Common Stock (5) | 110,000 | $ 0 | 0 | I | By wife | ||
| Stock Option (right to buy) | $ 16.38 | 12/17/2012 | G(10) | V | 86,667 | (6) | 10/04/2020 | Common Stock (7) | 86,667 | $ 0 | 0 | I | By wife | ||
| Stock Option (right to buy) | $ 20.56 | 12/17/2012 | G(10) | V | 60,000 | (8) | 03/04/2021 | Common Stock (9) | 60,000 | $ 0 | 0 | I | By wife | ||
| Stock Option (right to buy) | $ 16.43 | 12/17/2012 | G(10) | V | 40,000 | (2) | 09/25/2019 | Common Stock (3) | 40,000 | $ 0 | 40,000 | I | By trust (11) | ||
| Stock Option (right to buy) | $ 17.32 | 12/17/2012 | G(10) | V | 110,000 | (4) | 03/04/2020 | Common Stock (5) | 110,000 | $ 0 | 110,000 | I | By trust (11) | ||
| Stock Option (right to buy) | $ 16.38 | 12/17/2012 | G(10) | V | 86,667 | (6) | 10/04/2020 | Common Stock (7) | 86,667 | $ 0 | 86,667 | I | By trust (11) | ||
| Stock Option (right to buy) | $ 20.56 | 12/17/2012 | G(10) | V | 60,000 | (8) | 03/04/2021 | Common Stock (9) | 60,000 | $ 0 | 60,000 | I | By trust (11) | ||
| Stock Option (right to buy) | $ 16.43 | 12/17/2012 | G(12) | V | 55,000 | (2) | 09/25/2019 | Common Stock (3) | 55,000 | $ 0 | 55,000 | D | |||
| Stock Option (right to buy) | $ 17.195 | 12/17/2012 | G(12) | V | 200,000 | (13) | 09/28/2017 | Common Stock (14) | 200,000 | $ 0 | 0 | D | |||
| Stock Option (right to buy) | $ 19.775 | 12/17/2012 | G(12) | V | 66,667 | (15) | 09/26/2018 | Common Stock (16) | 66,667 | $ 0 | 13,333 | D | |||
| Stock Option (right to buy) | $ 16.43 | 12/17/2012 | G(12) | V | 55,000 | (2) | 09/25/2019 | Common Stock (3) | 55,000 | $ 0 | 55,000 | I | By trust (17) | ||
| Stock Option (right to buy) | $ 17.195 | 12/17/2012 | G(12) | V | 200,000 | (13) | 09/28/2017 | Common Stock (14) | 200,000 | $ 0 | 200,000 | I | By trust (17) | ||
| Stock Option (right to buy) | $ 19.775 | 12/17/2012 | G(12) | V | 66,667 | (15) | 09/26/2018 | Common Stock (16) | 66,667 | $ 0 | 66,667 | I | By trust (17) | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MITZ VINCENT W C/O COPART, INC. 14185 DALLAS PARKWAY SUITE 300 DALLAS, TX 75254 |
X | President | ||
| /s/ Vincent W. Mitz | 12/31/2012 | |
| **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) | Represents a transfer of vested options to purchase shares of common stock for no consideration from the reporting person to the reporting person's wife as her sole and separate property pursuant to a marital property partition agreement between the reporting person and his wife. |
| (2) | Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on September 25, 2010, and, thereafter, one-sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (September 25, 2009), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of September 25, 2009. |
| (3) | This option was previously reported as an option to purchase 75,000 shares of common stock at an exercise price of $32.86 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012. |
| (4) | Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on March 4, 2011, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (March 4, 2010), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of March 4, 2010. |
| (5) | This option was previously reported as an option to purchase 100,000 shares of common stock at an exercise price of $34.64 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012. |
| (6) | Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on October 4, 2011, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (October 4, 2010), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of October 4, 2010. |
| (7) | This option was previously reported as an option to purchase 100,000 shares of common stock at an exercise price of $32.76 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012. |
| (8) | Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on March 4, 2012, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (March 4, 2011), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of March 4, 2011. |
| (9) | This option was previously reported as an option to purchase 250,000 shares of common stock at an exercise price of s $41.12 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012. |
| (10) | Represents a transfer of an option to purchase shares of common stock for no consideration from the reporting person's wife to the VWM Investment Trust, for which the reporting person serves as trustee. |
| (11) | Option to purchase shares of common stock held by the VWM Investment Trust, for which the reporting person serves as trustee. |
| (12) | Represents a transfer of an option to purchase shares of common stock for no consideration from the reporting person to the KMM Investment Trust for the benefit of the reporting person's wife and children. The reporting person's wife is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |
| (13) | Subject to the reporting person's continuing service through each such date, one fifth (1/5th) of the shares subject to the option vested and became exercisable on September 28, 2008, and, thereafter, one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable each month on the same day of the month as the date of grant (September 28, 2007), such that one hundred percent (100%) of the shares subject to the option were vested and exercisable on September 28, 2012. |
| (14) | This option was previously reported as an option to purchase 100,000 shares of common stock at an exercise price of $34.39 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012. |
| (15) | Subject to the reporting person's continuing service through each such date, twenty percent (20%) of the shares subject to the option vested and became exercisable on September 26, 2009, and, thereafter, one sixtieth (1/60th) of the shares subject to the option shall vest and become exercisable each month on the same day of the month as the date of grant (September 26, 2008), such that one hundred percent (100%) of the shares subject to the option shall be vested and exercisable on the five (5) year anniversary of September 26, 2008. |
| (16) | This option was previously reported as an option to purchase 40,000 shares of common stock at an exercise price of $39.55 per share, but has been adjusted to reflect the stock dividend declared by the issuer on March 8, 2012. |
| (17) | Option to purchase shares of common stock held by the KMM Investment Trust for the benefit of the reporting person's wife and children. The reporting person's wife is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. |