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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JOHNSON WILLIS J 		2. Issuer Name and Ticker or Trading Symbol

COPART INC [ CPRT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

C/O COPART, INC 14185 DALLAS PARKWAY, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/21/2016
(Street)

DALLAS, TX 75254
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/21/2016     G   V 45350   D $0   1328978   I   Reba Family Limited Partnership II   (1)
Common Stock   9/1/2016     M    400000   A $17.195   481240   D    
Common Stock   9/1/2016     M    4000000   A $15.105   4481240   D    
Common Stock   9/1/2016     F    2602350   D $51.23   1878890   D    
Common Stock                  7395645   I   Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   (3) 9/1/2016     M         400000      (4) 9/28/2017   Common Stock   400000.0   $0   0   D    
Stock Option   $15.105   (5) 9/1/2016     M         4000000      (6) 4/14/2019   Common Stock   4000000.0   $0   0   D    

Explanation of Responses:
( 1)  Reflects shares held by the Reba Family Limited Partnership II, of which the reporting person and the reporting person's spouse are the general partners.
( 2)  Reflects shares held by the Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997, of which the reporting person and the reporting person's spouse are trustees.
( 3)  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.
( 4)  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.
( 5)  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.
( 6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JOHNSON WILLIS J
C/O COPART, INC 14185 DALLAS PARKWAY
SUITE 300
DALLAS, TX 75254 		X X Chairman of the Board

Signatures
/s/ Gregory R. DePasquale, as attorney-in-fact 9/6/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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