Edgar Filing: COPART INC

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 ^*

Rosenstein Barry

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O JANA PARTNERS LLC, 200 PARK AVENUE, SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2008

(Street)

NEW YORK, NY 10166

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2008		P		577,665	A	$ 37.02	5,068,205	I	See footnote ⁽¹⁾
Common Stock	03/10/2008		P		86,400	A	$ 36.7	5,154,605	I	See footnote ⁽¹⁾
Common Stock	03/10/2008		P		171,431	A	$ 36.87	5,326,036	I	See footnote ⁽¹⁾
Common Stock	03/10/2008		P		200,000	A	$ 36.56	5,526,036	I	See footnote ⁽¹⁾
Common Stock	03/11/2008		P		335,338	A	$ 37.14	5,861,374	I	See footnote ⁽¹⁾
Common Stock	03/11/2008		P		266,053	A	$ 37.07	6,127,427	I	See footnote ⁽¹⁾
Common Stock	03/12/2008		P		49,915	A	$ 37.33	6,177,342	I	See footnote ⁽¹⁾
Common Stock	03/12/2008		P		52,387	A	$ 37.27	6,229,729	I	See footnote ⁽¹⁾
Common Stock	03/12/2008		P		20,500	A	$ 37.06	6,250,229	I	See footnote ⁽¹⁾
Common Stock	03/12/2008		P		50,000	A	$ 37.03	6,300,229	I	See footnote ⁽¹⁾
Common Stock	03/12/2008		P		31,500	A	$ 37.01	6,331,729	I	See footnote ⁽¹⁾
Common Stock	03/12/2008		P		150,000	A	$ 36.96	6,481,729	I	See footnote ⁽¹⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rosenstein Barry C/O JANA PARTNERS LLC 200 PARK AVENUE, SUITE 3300 NEW YORK, NY 10166	X
JANA PARTNERS LLC 200 PARK AVENUE, SUITE 3300 NEW YORK, NY 10166	X

Signatures

/s/ Barry Rosenstein		03/12/2008
^**Signature of Reporting Person		Date
/s/ JANA Partners LLC by Charles Penner, General Counsel		03/12/2008
^**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)	JANA Partners LLC ("JANA") is a private money management firm which beneficially owns 6,481,729 shares of the Issuer's common stock through various entities and accounts under its management and control. Barry Rosenstein is the Managing Partner of JANA. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein.
Remarks: JANA may be deemed to be a director by virtue of the fact that Barry Rosenstein, Managing Partner of JANA, currently serves on the board of directors of the Issuer.

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