SEC Form 4 · accession 0000900075-16-000061

COPART INC · CPRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

A Jayson Adair

Officer — Chief Executive Officer · Director

Period of report

Sep 1, 2016

Accepted (ET)

Sep 6, 2016 · 5:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000900075

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Sep 1, 2016	M	400,000	$17.195	A	400,000	D
Common Stock	Sep 1, 2016	M	200,000	$19.775	A	600,000	D
Common Stock	Sep 1, 2016	M	4,000,000	$15.105	A	4,600,000	D
Common Stock	Sep 1, 2016	F	2,729,797	$51.23	D	1,870,203	D
Common Stock	Sep 1, 2016	G	1,870,203	$0.00	D	0	D
Common Stock^F1	Sep 1, 2016	G	1,870,203	$0.00	A	4,185,083	I	A. Jayson Adair and Tammi L. Adair Revocable Trust
Common Stock^F2	holding	—	—		—	550,000	I	JTGJ Investment, LP
Common Stock^F3	holding	—	—		—	11,166	I	Irrevocable trust A
Common Stock^F3	holding	—	—		—	11,028	I	Irrevocable trust B

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F4,F5	$17.195	Sep 1, 2016	M	400,000	D	—	Sep 28, 2017	Common Stock	400,000	D
Employee Stock Option (right to buy)^F6,F7	$19.775	Sep 1, 2016	M	200,000	D	—	Sep 26, 2018	Common Stock	200,000	D
Stock Option^F8,F9	$15.105	Sep 1, 2016	M	4,000,000	D	—	Apr 14, 2019	Common Stock	4,000,000	D

Explanation of responses

F1Reflects shares held by A. Jayson Adair and Tammi L. Adair Revocable Trust, of which the reporting person and the reporting person's spouse are trustees.
F2Reflects shares held by JTGJ Investments, LP, a Texas limited partnership("JTGJ"), of which (a) Adair Ventures, LLC is the general partner, of which the reporting person and the reporting person's wife are the members, and (b) the reporting person and the reporting person's wife were then the sole limited partners. The reporting person disclaims beneficial ownership of the issuer's common stock held by JTGJ except to the extent of his pecuniary interest, if any, therein.
F3Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family.
F4This option was previously reported as an option for 200,000 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.
F5Issued pursuant to 2001 Stock Option Plan. Twenty percent (20%) of the options vested on the first anniversary of the date of grant and the balance vested on a monthly basis over the remaining 48 months succeeding such first anniversary.
F6This option was previously reported as an option for 100,000 shares of common stock at an exercise price of $39.55 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.
F7Issued pursuant to 2007 Equity Incentive Plan. Twenty percent (20%) of the options vested on the first anniversary of the date of grant and the balance vested on a monthly basis over the 48 months succeeding such first anniversary.
F8This option was previously reported as an option for 2,000,000 shares of common stock at an exercise price of $30.21 per share, but was adjusted to reflect the stock dividend declared by Copart on March 8, 2012.
F9Issued pursuant to the terms of the Stand Alone Stock Option Agreement in the form set forth as Exhibit 10.1 to Form 8-K filed with the SEC on April 16, 2009. Twenty percent (20%) of the options vested on the first anniversary of the date of grant and the balance vested on a monthly basis over the remaining 48 months succeeding such first anniversary.