Edgar Filing: COPART INC

Ownership Submission

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 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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(Print or Type Responses)

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)
President

(Last)

(First)

(Middle)

C/O COPART, INC. 4665 BUSINESS CENTER DR

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2007

(Street)

FAIRFIELD, CA 94534

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2007		S		6,200	D	$ 36.3	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		2,600	D	$ 36.28	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		1,200	D	$ 36.275	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		27,403	D	$ 36.27	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		2,013	D	$ 36.26	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		205	D	$ 36.255	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		800	D	$ 36.25	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		200	D	$ 36.245	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		5,896	D	$ 36.24	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		727	D	$ 36.23	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		1,000	D	$ 36.22	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		400	D	$ 36.21	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		100	D	$ 36.205	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		800	D	$ 36.2	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		100	D	$ 36.195	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		1,600	D	$ 36.19	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		700	D	$ 36.185	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		4,098	D	$ 36.18	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		1,800	D	$ 36.175	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		2,570	D	$ 36.17	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		2,250	D	$ 36.165	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		3,053	D	$ 36.16	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		502	D	$ 36.155	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		13,845	D	$ 36.15	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		2,600	D	$ 36.145	54,468 ⁽¹⁾	D
Common Stock	10/05/2007		S		4,300	D	$ 36.14	54,468 ⁽¹⁾	D
Common Stock	10/09/2007		M		86,962 ⁽¹⁾	A	$ 2.92	54,468 ⁽¹⁾	D
Common Stock								6,174	I	See footnote ⁽³⁾
Common Stock								6,174	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 2.92

10/09/2007

86,962

⁽²⁾

05/27/2008

Common Stock

86,962

$ 0

213,038

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ADAIR A JAYSON C/O COPART, INC. 4665 BUSINESS CENTER DR FAIRFIELD, CA 94534	X		President

Signatures

A. Jayson Adair		10/09/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 transactions reported on this Form 4 consist of the exercise of employee stock options to purchase 86,962 shares of Common Stock and the sales of all of the shares of Common Stock the reporting person purchased through the exercises of such stock options. These shares that were issued upon the exercise of options (described in Table II) were immediately used to cover sales (described in Table I).
(2)	The option vested 20% after the first year, and thereafter monthly, ratably, over the remaining 48 month vesting term. The option grant date was 5/27/1998, and it became fully exercisable on 5/27/2003.
(3)	Reflects shares held by an irrevocable trust for the benefit of a member of Mr. Adair's immediate family.

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