SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
Copart, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
217204106
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 2008
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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(1) 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 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)
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CUSIP NO. 217204106 SCHEDULE 13D PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
5,934,187
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 5,934,187
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,934,187
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.13%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 217204106 SCHEDULE 13D/A PAGE 3 OF 4 PAGES
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The Schedule 13D filed on December 17, 2007 (the "Schedule 13D"), as
amended by Amendment No. 1 filed on March 12, 2008 by JANA Partners LLC, a
Delaware limited liability company (the "Reporting Person"), relating to the
shares ("Shares") of common stock, no par value, of Copart, Inc. (the "Issuer"),
is hereby amended as set forth below by this Amendment No. 2 to the Schedule
13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as
follows:
The 5,934,187 Shares reported herein by the Reporting Person were
acquired at an aggregate purchase price of approximately $162.1 million. The
Shares beneficially owned by the Reporting Person were acquired with investment
funds in accounts under management.
Item 5. Interest in Securities of the Company.
The first two paragraphs in Paragraph (a) of Item 5 of the Schedule 13D are
hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 83,283,898 Shares outstanding, which is
the total number of Shares outstanding as of September 26, 2008 as reported in
the Issuer's Annual Report for the year ended July 31, 2008 filed on September
29, 2008.
As of the close of business on October 14, 2008, the Reporting Person may
be deemed to beneficially own 5,934,187 Shares constituting approximately 7.13%
of the Shares outstanding.
Paragraphs (b) and (c) of Item 5 of the Schedule 13D are hereby amended and
restated as follows:
(b) The Reporting Person has sole voting and dispositive powers over the
5,934,187 Shares, which powers are exercised by the Principals.
(c) Information concerning transactions in the Shares effected by the
Reporting Person during the past sixty days is set forth in the table below. All
of the transactions in Shares listed hereto were effected in open market
purchases on the NASDAQ Global Market through various brokerage entities.
Date of Transaction Shares Purchased (Sold) Price Per Share ($)
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10/13/2008 (1,000,000) 35.15
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CUSIP NO. 217204106 SCHEDULE 13D/A PAGE 4 OF 4 PAGES
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SIGNATURES
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.
Dated: October 15, 2008
JANA PARTNERS LLC
BY: /s/ Barry Rosenstein
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Name: Barry Rosenstein
Title: Managing Partner
BY: /s/ Gary Claar
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Name: Gary Claar
Title: General Partner