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SEC 1745 (3-06)
Page 1 of 5 pages
(1)
Includes options to purchase 3,800,000 shares of Common Stock, which will be exercisable within 60 days of March 1, 2013.
(2)
Consists of 7,033,071 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 3,689,534 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 March 12, 2013, as reported in the Issuer’s Report on Form 10-Q for the period ended January 31, 2013, plus the options to purchase 3,800,000 shares of Common Stock, which will be exercisable within 60 days of March 1, 2013 held by the Reporting Person.
Page 2 of 5 pages
Item 1.
(a)
Name of Issuer:
Copart, Inc.
(b)
Address of Issuer's Principal Executive Offices:
14185 Dallas Parkway
Suite 300
Dallas, TX 75254
Item 2.
(a)
Name of Person Filing:
Willis J. Johnson
(b)
Address of Principal Business Office or, if none, Residence:
Willis J. Johnson
c/o Copart, Inc.
14185 Dallas Parkway
Suite 300
Dallas, TX 75254
(c)
Citizenship:
United States
(d)
Title of Class of Securities:
Common Stock
(e)
CUSIP Number:
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)
£
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
£
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
£
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
£
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
£
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
£
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
£
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
£
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
£
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);
£
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 March 1, 2013.
Page 3 of 5 pages
(a) Amount Beneficially Owned: 14,522,605
(b) Percent of Class: 11.2% (1)
(c) Number of shares as to which such persons have:
(i) Sole power to vote or to direct the vote: 3,800,000 (2)
(ii) Shared power to vote or to direct the vote: 10,722,605 (3)
(iii) Sole power to dispose or to direct the disposition of: 3,800,000 (2)
(iv) Shared power to dispose or to direct the disposition of: 10,722,605 (3)
(4)
The approximate percentages of Common Stock outstanding as of March 12, 2013, as reported in the Issuer’s Report on Form 10-Q for the period ended January 31, 2013, plus the options to purchase 3,800,000 shares of Common Stock, which will be exercisable within 60 days of March 1, 2013 held by the Reporting Person.
(1)
Includes options to purchase 3,800,000 shares of Common Stock, which will be exercisable within 60 days of March 1, 2013.
(2)
Consists of 7,033,071 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 3,689,534 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. | |
March 21 , 2013 | |
Date | |
| |
| |
By: /s/ Willis J. Johnson Print Name: Willis J. Johnson | |
Page 5 of 5 pages