Leah C. Stearns - Dec 5, 2022 Form 4 Insider Report for COPART INC (CPRT)

Role: Chief Financial Officer
Signature: /s/ Leah Stearns
Stock symbol: CPRT
Transactions as of: Dec 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/6/2022, 04:54 PM
Previous filing: May 18, 2021
Next filing: Nov 28, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CPRT	Restricted Stock Units	Award	$0	+60K		$0.00	60K	Dec 5, 2022	Common Stock	60K		Direct	F1, F2
transaction	CPRT	Stock Option	Award	$0	+30K	+100%	$0.00	60K	Dec 5, 2022	Common Stock	30K	$65.70	Direct	F3, F4
transaction	CPRT	Stock Option (right to buy)	Award	$0	+150K	+100%	$0.00	300K	Dec 5, 2022	Common Stock	150K	$65.70	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Copart, Inc. common stock.
F2	Subject to the Reporting Person continuing to be a Service Provider (as defined in the Amended and Restated 2007 Equity Incentive Plan) through each applicable vesting date, twenty percent (20%) of the RSUs subject to the award will vest on the first anniversary of the grant date, and 1/20 of the RSUs subject to the award will vest each three month quarter thereafter (on the same day of the last month in the quarter of the grant date), such that the award will be fully vested on the fifth anniversary of the grant date.
F3	Amended and Restated 2007 Equity Incentive Plan. Twenty percent (20%) of the options vest on the first anniversary of the grant date and the balance vests on a monthly basis over the 48 months succeeding such first anniversary.
F4	The option has a ten-year term, and expires on December 5, 2032.
F5	Amended and Restated 2007 Equity Incentive Plan. Twenty percent (20%) of the options vest on the first anniversary of the grant date and the balance vests on a monthly basis over the 48 months succeeding such first anniversary. In addition to service-based vesting, the award is also subject to a performance-based vesting condition, such that no portion of the otherwise vested award may be exercised unless the Copart, Inc. common stock price in trading on the Nasdaq Global Select Market is equal to or greater than $82.125 (an amount equal to 125% of the exercise price), both (i) at the time of any exercise, and (ii) at the closing price of the Copart, Inc. common stock in trading on the Nasdaq Global Select market for each of the twenty consecutive days preceding the date of any exercise.