CPRT Copart Inc

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 Names of Reporting Persons

 Willis J. Johnson

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 United States of America

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 5,113,307 shares of Common Stock (1)

 Shared Voting Power

 49,782,321 of Common Stock (2)

 Sole Dispositive Power

 5,113,307 shares of Common Stock (1)

 Shared Dispositive Power

 49,782,321 shares of Common Stock (2)

 Aggregate Amount Beneficially Owned by Each Reporting Person shares of Common Stock

 54,895,628

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented by Amount in Row (9)

 5.72%

 Type of Reporting Person (See Instructions)

 IN

Includes 3,547,664 shares held directly by Willis J. Johnson, and 1,385,409 shares held by Willis and Reba’s Foundation, for which Mr. Johnson serves as President. Also includes options to purchase 180,594 shares of Common Stock, which are exercisable within 60 days of December 31, 2023.

Includes 49,782,321 shares held by the Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997, for which Mr. Johnson and his wife are trustees.

The calculation of the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Person as of December 31, 2023 is based on 960,208,274 shares of Common Stock indicated as outstanding in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2023, plus options held by the Reporting Person to purchase 180,594 shares of Common Stock, which are exercisable within 60 days of December 31, 2023.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount Beneficially Owned: 54,895,628

Percent of Class: 5.72% (1)

Number of shares as to which such persons have:

Sole power to vote or to direct the vote: 5,113,307 (2)

Shared power to vote or to direct the vote: 49,782,321 (3)

Sole power to dispose or to direct the disposition of: 5,113,307 (2)

Shared power to dispose or to direct the disposition of: 49,782,321 (3)

The calculation of the percentage of outstanding shares of Common Stock beneficially owned by the Reporting Person as of December 31, 2023 is based on 960,208,274 shares of Common Stock indicated as outstanding in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2023, plus options held by the Reporting Person to purchase 180,594 shares of Common Stock, which are exercisable within 60 days of December 31, 2023.

Includes 3,547,664 shares held directly by Willis J. Johnson, and 1,385,409 shares held by Willis and Reba’s Foundation, for which Mr. Johnson serves as President. Also includes options to purchase 180,594 shares of Common Stock, which are exercisable within 60 days of December 31, 2023.

Includes 49,782,321 shares held by the Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997, for which Mr. Johnson and his wife are trustees.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.