Amended Statement of Ownership (sc 13g/a)
February 11 2015 - 1:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No. 5)*
| Copart, Inc. |
| (Name of
Issuer) |
| |
| Common Stock |
| (Title of
Class of Securities) |
| 217204 10 6 |
|
(CUSIP
Number)
|
| December 31, 2014 |
| (Date of
Event Which Requires Filing of this
Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
|
|
☐ Rule 13d-l(b) |
|
|
| |
☐ Rule 13d-l(c) |
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☒ Rule 13d-l(d) |
*The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a
prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5
pages
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1. |
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Names of
Reporting Persons. |
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Willis J.
Johnson |
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2. |
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Check the
Appropriate Box if a Member of a Group (See
Instructions) |
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4. |
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Citizenship
or Place of Organization |
United States |
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Number of Shares Beneficially
Owned by Each Reporting Person With:
| 5. |
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Sole Voting
Power |
4,600,000 shares of Common Stock
(1) |
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| 6. |
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Shared
Voting Power |
9,763,692 of Common Stock (2) |
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| 7. |
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Sole
Dispositive Power |
4,600,000 shares of Common Stock
(1) |
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| 8. |
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Shared
Dispositive Power |
9,763,692 shares of Common Stock
(2) |
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9. |
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Aggregate
Amount Beneficially Owned by Each Reporting
Person |
14,363,692 shares of Common Stock |
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10. |
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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11. |
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Percent of
Class Represented by Amount in Row
(9) |
10.2 %
(3) |
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12. |
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Type of
Reporting Person (See Instructions) |
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IN |
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| (1) |
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Includes
options to purchase 4,600,000 shares of Common Stock, which will be
exercisable within 60 days of December 31, 2014. |
| (2) |
|
Consists of
7,395,645 shares of Common Stock held of record by the Willis J. Johnson
and Reba J. Johnson Revocable Trust DTD 1/16/1977 (“Johnson Trust”) and
2,368,047 shares of Common Stock held of record by the Reba Family Limited
Partnership II (“Limited Partnership”). Willis J. Johnson, a member of the
Issuer’s board of directors and named executive officer, is a trustee of
the Johnson Trust and a general partner of the Limited Partnership. Reba
J. Jonson, Willis J. Johnson’s spouse, is a trustee of the Johnson Trust
and a general partner of the Limited Partnership. |
| (3) |
|
The
approximate percentages of Common Stock outstanding as of November 25,
2014, as reported in the Issuer’s Report on Form 10-Q for the period ended
October 31, 2014, plus the options to purchase 4,600,000 shares of Common
Stock, which will be exercisable within 60 days of December 31, 2014 held
by the Reporting Person. |
Page 2 of 5
pages
| Item 1. |
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(a) |
Name of
Issuer: |
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Copart,
Inc. |
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(b) |
Address of
Issuer's Principal Executive Offices: |
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14185 Dallas
Parkway |
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Suite
300 |
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Dallas, TX
75254 |
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| Item 2. |
|
(a) |
Name of
Person Filing: |
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|
Willis J.
Johnson |
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(b) |
Address of
Principal Business Office or, if none, Residence: |
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Willis J.
Johnson |
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c/o Copart,
Inc. |
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14185 Dallas
Parkway |
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Suite
300 |
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|
Dallas, TX
75254 |
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(c) |
Citizenship: |
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United
States |
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(d) |
Title of
Class of Securities: |
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Common
Stock |
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(e) |
CUSIP
Number: |
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217204 10
6 |
Item 3. If this statement
is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
| |
(a) |
|
☐ |
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Broker or
dealer registered under section 15 of the Act (15 U.S.C.
78o). |
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(b) |
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☐ |
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Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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☐ |
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
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(d) |
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☐ |
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8). |
|
(e) |
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☐ |
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An
investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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☐ |
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An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
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☐ |
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A parent
holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
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☐ |
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A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
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(i) |
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☐ |
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A church
plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
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(j) |
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☐ |
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Group, in
accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
The following information with
respect to the ownership of the Common Stock by the Reporting Persons filing
this statement on Schedule 13G is provided as of December 31, 2014.
(a) Amount Beneficially Owned:
14,363,692
Page 3 of 5
pages
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(b)
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Percent of Class: 10.2% (1) |
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(c) |
Number of shares as to which such persons have: |
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(i) |
Sole
power to vote or to direct the vote: 4,600,000 (2) |
| |
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(ii) |
Shared
power to vote or to direct the vote: 9,763,692 (3) |
| |
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(iii)
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Sole
power to dispose or to direct the disposition of: 4,600,000 (2) |
| |
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(iv) |
Shared
power to dispose or to direct the disposition of: 9,763,692 (3) |
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(1)
|
The approximate percentages of Common Stock outstanding as of
November 25, 2014, as reported in the Issuer’s Report on Form 10-Q for the
period ended October 31, 2014, plus the options to purchase 4,600,000
shares of Common Stock, which will be exercisable within 60 days of
December 31, 2014 held by the Reporting Person. |
|
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(2) |
Includes options to purchase 4,600,000 shares of Common Stock,
which will be exercisable within 60 days of December 31,
2014. |
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(3) |
Consists of 7,395,645 shares of Common Stock held of record by the
Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1977
(“Johnson Trust”) and 2,368,047 shares of Common Stock held of record by
the Reba Family Limited Partnership II (“Limited Partnership”). Willis J.
Johnson, a member of the Issuer’s board of directors and named executive
officer, is a trustee of the Johnson Trust and a general partner of the
Limited Partnership. Reba J. Jonson, Willis J. Johnson’s spouse, is a
trustee of the Johnson Trust and a general partner of the Limited
Partnership. |
Item 5. Ownership of Five
Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following ☐
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and
Classification of Members of the Group.
Not applicable.
Item 9. Notice of
Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
Page 4 of 5
pages
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
| February 10, 2015 |
| Date |
| |
| |
| |
| By: /s/ Willis J. Johnson |
| |
| Print Name: Willis J.
Johnson |
Page 5 of 5
pages
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