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)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O COPART, INC. 14185 DALLAS PARKWAY, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2016
(Street)

DALLAS, TX 75254
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)
Code V Amount (A) or (D) Price
Common Stock 09/01/2016   M   400,000 A $ 17.195 400,000 D  
Common Stock 09/01/2016   M   200,000 A $ 19.775 600,000 D  
Common Stock 09/01/2016   M   4,000,000 A $ 15.105 4,600,000 D  
Common Stock 09/01/2016   F   2,729,797 D $ 51.23 1,870,203 D  
Common Stock 09/01/2016   G V 1,870,203 D $ 0 0 D  
Common Stock 09/01/2016   G V 1,870,203 A $ 0 4,185,083 I A. Jayson Adair and Tammi L. Adair Revocable Trust (1)
Common Stock               550,000 I JTGJ Investment, LP (2)
Common Stock               11,166 I Irrevocable trust A (3)
Common Stock               11,028 I Irrevocable trust B (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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 17.195 (4) 09/01/2016   M     400,000   (5) 09/28/2017 Common Stock 400,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 19.775 (6) 09/01/2016   M     200,000   (7) 09/26/2018 Common Stock 200,000 $ 0 0 D  
Stock Option $ 15.105 (8) 09/01/2016   M     4,000,000   (9) 04/14/2019 Common Stock 4,000,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ADAIR A JAYSON
C/O COPART, INC. 14185 DALLAS PARKWAY
SUITE 300
DALLAS, TX 75254
  X     Chief Executive Officer  

Signatures

 /s/ Gregory R. DePasquale, as attorney-in-fact   09/06/2016
**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) Reflects 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.
(2) Reflects 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.
(3) Reflects shares held by an irrevocable trust for the benefit of a member of the reporting person's immediate family.
(4) This 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.
(5) Issued 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.
(6) This 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.
(7) Issued 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.
(8) This 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.
(9) Issued 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.

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