Copart (CPRT) Form 4 COPART / WILLIS J JOHNSON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON WILLIS J

(Last) (First) (Middle)

C/O COPART, INC 14185 DALLAS PARKWAY

SUITE 300

(Street)

DALLAS TX 75254

(City) (State) (Zip)

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)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2023

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/27/2023		M		160,000	A	$9.11	1,933,832	D
Common Stock	06/27/2023		M		160,000	A	$9.81	2,093,832	D
Common Stock	06/27/2023		M		160,000	A	$13.96	2,253,832	D
Common Stock	06/27/2023		M		80,000	A	$21.98	2,333,832	D
Common Stock	06/27/2023		M		50,000	A	$23.6	2,383,832	D
Common Stock	06/27/2023		M		50,000	A	$44.29	2,433,832	D
Common Stock	06/27/2023		S		660,000	D	$89.07(1)	1,773,832	D
Common Stock								24,993,518	I	Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997
Common Stock								400,000	I	Willis J. Johnson and Reba J. Johnson Community Property
Common Stock								769,102	I	Willis and Reba's Foundation

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 Securities Underlying Derivative Security (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: 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 (right to buy)(2)	$9.11	06/27/2023		M			160,000	(3)	12/03/2024	Common Stock	160,000	$0	0	D
Stock Option(2)	$9.81	06/27/2023		M			160,000	(3)	12/02/2025	Common Stock	160,000	$0	0	D
Stock Option(2)	$13.96	06/27/2023		M			160,000	(3)	12/16/2026	Common Stock	160,000	$0	0	D
Stock Option(2)	$21.98	06/27/2023		M			80,000	(3)	12/08/2027	Common Stock	80,000	$0	0	D
Stock Option	$23.6	06/27/2023		M			50,000	(4)	12/17/2025	Common Stock	50,000	$0	0	D
Stock Option	$44.29	06/27/2023		M			50,000	(4)	12/06/2026	Common Stock	50,000	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.87 to $89.22, inclusive. The reporting person undertakes to provide to Copart, Inc., any security holder of Copart, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

2. 2007 Equity Incentive Plan

3. One half of the options vest on the first anniversary of the date of grant and the balance vests on a monthly basis over the 12 months succeeding such first anniversary.

4. Options vest on a monthly basis over the 12 months succeeding the grant date.

Remarks:

	/s/ Paul K. Kirkpatrick attorney-in-fact	06/29/2023
	** Signature of Reporting Person	Date
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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