Amended Statement of Beneficial Ownership (sc 13d/a)
September 07 2016 - 12:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Copart, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
217204106
(CUSIP Number)
A. Jayson Adair
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254
(972) 391-5000
With a
copy to:
Robert Kornegay
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
(858) 350-2300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 1, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box:
¨
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
The information required on 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).
|
|
|
|
|
|
|
(1)
|
|
NAMES OF
REPORTING PERSON
A. Jayson Adair
|
(2)
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a)
¨
(b)
¨
|
(3)
|
|
SEC USE ONLY
|
(4)
|
|
SOURCE OF FUNDS (see instructions)
PF, SC & OO (1)
|
(5)
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
(6)
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
1,000,000 shares of Common Stock (2) (See Item 5)
|
|
(8)
|
|
SHARED VOTING POWER
4,757,242 shares of Common Stock (2) (See Item 5)
|
|
(9)
|
|
SOLE DISPOSITIVE POWER
1,000,000 shares of Common Stock (2) (See Item 5)
|
|
(10)
|
|
SHARED DISPOSITIVE POWER
4,757,242 shares of Common Stock (2) (See Item 5)
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,757,242 shares of Common Stock (2) (See Item 5)
|
(12)
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions)
¨
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.2% (See Item 5)
|
(14)
|
|
TYPE OF REPORTING PERSON (see
instructions)
IN
|
(2)
|
The Reporting Person was the beneficial owner of 5,757,242 shares of Common Stock (5.2% of the Issuers outstanding Common Stock, as of September 1, 2016), which includes 4,185,048 shares held by the A. Jayson
Adair and Tammi L. Adair Revocable Trust, for which the Reporting Person and his wife are trustees and share voting and dispositive power, 22,194 shares held by irrevocable trusts for the benefit of members of the Reporting Persons immediate
family and in which the Reporting Person has shared voting and dispositive power, and 550,000 shares held by JTGJ Investments, LP, a Texas limited partnership, in which the Reporting Person and his spouse are principals and have shared voting and
dispositive power. The Reporting Person disclaims beneficial ownership of the shares held by JTGJ Investments, LP, except to the extent of his pecuniary interest therein. The amount also includes options to acquire 1,000,000 shares of Common Stock
held by the Reporting Person that are exercisable within sixty days after September 1, 2016. The calculation of the percentage of outstanding shares of Copart Common Stock beneficially owned by the Reporting Person, as of September 1, 2016, is based
on 109,382,384 shares of Copart Common Stock outstanding as indicated in Coparts quarterly report on Form 10-Q for the period ended April 30, 2016.
|
Page 2 of 5
Amendment No. 1 to Schedule 13D
This Amendment No. 1 (the Amendment) amends and supplements the Schedule 13D filed on February 12, 2016 (the Statement)
relating to the common stock (the Common Stock), par value $0.001 per share, of Copart, Inc., a Delaware Corporation (the Company). Information reported in the Statement remains in effect except to the extent that it is
amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Statement.
Items 3, 4 and 5 of the Statement are hereby amended and supplements as follows
:
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended by adding the
following thereto:
On September 1, 2016, the Reporting Person exercised on a net issuance basis options to acquire an aggregate of 4,600,000 shares
of the Companys Common Stock, which resulted, after such issuance and the surrender of shares to satisfy withholding obligations, in an issuance of 1,870,168 shares of the Companys Common Stock to the Reporting Person.
Item 4. Purpose of Transaction.
Item 4 is
hereby amended by adding the following thereto:
The Reporting Person serves as the Companys Chief Executive Officer. All shares of Common Stock
beneficially held by the Reporting Person over which he holds sole voting and dispositive power were acquired through the Companys equity compensation programs. Shares beneficially held by the Reporting Person over which he shares voting
and dispositive power were acquired in part through the Companys equity compensation programs and in part through transfers from the Companys founder to the Reporting Person and his wife. The Reporting Persons wife is the
daughter of the Companys founder. The Reporting Person also holds options to acquire additional shares of Common Stock that are currently unvested and in accordance with the rules of the Securities and Exchange Commission are not reflected as
beneficially owned in this Schedule 13D. The Reporting Person will have the right to acquire these additional shares as those options vest.
The
Reporting Person currently holds all shares of the Companys Common Stock for investment purposes (including the 1,870,168 shares of Common Stock acquired on September 1, 2016 through the exercise of stock options) and intends to review
his investment on a continuing basis. Depending on various factors, including (without limitation) the Companys financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, tax
conditions, general economic and industry conditions, and any other factors that the Reporting Person may from time to time deem relevant, the Reporting Person may in the future change his current intentions with respect to any or all matters
required to be disclosed in this statement. Without limiting the foregoing, the Reporting Person may from time to time and at any time (i) acquire additional shares of the Companys Common Stock or other securities of the Company in
the open market, through the exercise of stock options, through block
Page 3 of 5
trades, thoroughly privately negotiated transactions, or otherwise in any combination of the foregoing or in any other lawful manner or (ii) dispose of shares of the Companys Common
Stock or other securities of the Company in the open market, through the exercise of stock options and sale of the underlying shares, through block trades through privately negotiated transactions, or otherwise in any combination of the foregoing or
in any other lawful manner.
Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to or would result in any
of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is hereby amended and restated to read in its
entirety as follows:
(a) & (b)
The Reporting
Person was the beneficial owner of 5,757,242 shares of Common Stock (5.2% of the Issuers outstanding Common Stock, as of September 1, 2016), which includes 4,185,048 shares held by the A. Jayson Adair and Tammi L. Adair Revocable Trust,
for which the Reporting Person and his wife are trustees and share voting and dispositive power, 22,194 shares held by irrevocable trusts for the benefit of members of the Reporting Persons immediate family and in which the Reporting Person
has shared voting and dispositive power, and 550,000 shares held by JTGJ Investments, LP, a Texas limited partnership, in which the Reporting Person and his spouse are principals and have shared voting and dispositive power. The Reporting Person
disclaims beneficial ownership of the shares held by JTGJ Investments, LP, except to the extent of his pecuniary interest therein. The amount also includes options to acquire 1,000,000 shares of Common Stock held by the Reporting Person that are
exercisable within sixty days after September 1, 2016. The calculation of the percentage of outstanding shares of Copart Common Stock beneficially owned by the Reporting Person as of September 1, 2016 is based on 109,382,384 shares of
Copart Common Stock outstanding as indicated in Coparts quarterly report on Form 10-Q for the period ended April 30, 2016.
(c) The Reporting
Person has not engaged in any transactions in the Common Stock of the Issuer during the past 60 days prior to September 1, 2016.
(d) To the
knowledge of the Reporting Person, other than as described in this Amendment No. 1 to Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the
shares owned by it.
(e) Not applicable.
Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the information set forth in this statement is true,
complete and correct.
Dated: September 1, 2016
|
A. JAYSON ADAIR
|
|
/s/ A. Jayson Adair
|
Page 5 of 5
Copart (NASDAQ:CPRT)
Historical Stock Chart
From Feb 2024 to Mar 2024
Copart (NASDAQ:CPRT)
Historical Stock Chart
From Mar 2023 to Mar 2024