0001104659-23-020875.txt : 20230214 0001104659-23-020875.hdr.sgml : 20230214 20230214090116 ACCESSION NUMBER: 0001104659-23-020875 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: JEFFREY J. MICHAEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORVEL CORP CENTRAL INDEX KEY: 0000874866 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 330282651 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41890 FILM NUMBER: 23623199 BUSINESS ADDRESS: STREET 1: 2010 MAIN STREE STREET 2: SUITE 1020 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9498511473 MAIL ADDRESS: STREET 1: 2010 MAIN STREET STREET 2: SUITE 1020 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: FORTIS CORP DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Corstar Holdings, Inc. CENTRAL INDEX KEY: 0001393649 IRS NUMBER: 411408008 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10901 RED CIRCLE DRIVE, SUITE 370 CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-931-9002 MAIL ADDRESS: STREET 1: 10901 RED CIRCLE DRIVE, SUITE 370 CITY: MINNETONKA STATE: MN ZIP: 55343 SC 13G/A 1 tm236392d1_sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 21)*

 

CORVEL CORPORATION

Name of Issuer

 

Common Stock

Title of Class of Securities

 

  221006109  
  CUSIP Number  

 

December 31, 2022 

Date of Event That Requires Filing of this Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*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.

 

The information required in 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).

 

 

 

 

 

 

CUSIP No.  221006109

 

13G

 

Page  2 of 9 Pages

 

1

 

NAME OF REPORTING PERSON: Corstar Holdings, Inc.

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH:

 

 

5

 

SOLE VOTING POWER

 

0

 

 

6

 

SHARED VOTING POWER

 

6,414,036

 

 

7

 

SOLE DISPOSITIVE POWER

 

0

 

 

8

 

SHARED DISPOSITIVE POWER

 

6,414,036

 

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,414,036

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨ 

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

37.3%

 

12

 

TYPE OF REPORTING PERSON

 

CO

 

           

 

 

 

 

 

CUSIP No.  221006109

 

13G

 

Page  3 of 9 Pages

 

1

 

NAME OF REPORTING PERSON: Jeffrey J. Michael

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH:

 

 

5

 

SOLE VOTING POWER

 

212,812*

 

 

6

 

SHARED VOTING POWER

 

6,414,036

 

 

7

 

SOLE DISPOSITIVE POWER

 

212,812*

 

 

8

 

SHARED DISPOSITIVE POWER

 

6,414,036

 

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,626,848

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

38.6%

 

12

 

TYPE OF REPORTING PERSON

 

IN

 

           

* Includes 22,375 shares of common stock that may be acquired upon exercise of options as of or within 60 days of December 31, 2022.

 

3

 

 

Page  4 of 9 Pages

 

Item 1.

 

(a)Name of Issuer

The name of the issuer is CorVel Corporation (“Corvel” or the “Issuer”).

 

(b)Address of Issuer’s Principal Executive Offices

5128 Apache Plume Road, Suite 400

Fort Worth, TX 76109

 

Item 2.

 

(a)Name of Person Filing. See (c) below.

 

(b)Address of Principal Business Office or, if none, Residence.

 

See (c) below

 

(c)Citizenship.

 

Jeffrey J. Michael

6640 Shady Oak Road, Suite 370

Eden Prairie, MN 55344

United States citizen

 

Corstar Holdings, Inc.

6640 Shady Oak Road, Suite 370

Eden Prairie, MN 55344

Minnesota corporation

 

Mr. Michael and Corstar Holdings, Inc. are each a “Reporting Person” and collectively the “Reporting Persons.”

 

(d)Title of Class of Securities. Common Stock, par value $0.0001 per share

 

(e)CUSIP Number. 221006109

 

Item 3.Not applicable.

 

Item 4.Ownership

 

(a)Amount beneficially owned: As of December 31, 2022, Corstar Holdings, Inc. held 6,414,036 shares of CorVel common stock. As of December 31, 2022, Jeffrey J. Michael individually owned 190,437 shares of CorVel stock and options to purchase an additional 22,375 shares of CorVel common stock exercisable within 60 days of December 31, 2022. Mr. Michael is the President and CEO and the sole director of Corstar Holdings, Inc. and therefore, may be deemed to be the beneficial owner of the CorVel shares held by Corstar Holdings, Inc.

 

4

 

 

Page  5 of 9 Pages

 

(b)Percent of Class: Based on 17,158,985 shares of the Issuer’s common stock outstanding as of January 30, 2023 as reported in the Issuer’s Form 10-Q for the quarterly period ended December 31, 2022, Corstar Holdings, Inc. may be deemed to be the beneficial owner of 37.3% of the Issuer’s common stock and Mr. Michael may be deemed to be the beneficial owner of 38.6% of the Issuer’s common stock.

 

(c)The Reporting Persons have the power to vote or dispose of the number of shares as follows:

 

(i)Sole power to vote or to direct the vote. Mr. Michael may be deemed to have the sole power to vote or direct the vote of 212,812 shares of common stock based on his ownership of 190,437 shares and options to purchase 22,375 shares that are exercisable within 60 days of December 31, 2022.

 

(ii)Shared power to vote or to direct the vote. Mr. Michael maybe deemed to share the power to vote or direct the vote with respect to the 6,414,036 shares of CorVel common stock held by Corstar Holdings, Inc.

 

(iii)Sole power to dispose or to direct the disposition of. Mr. Michael has sole power to dispose or control the disposition of 212,812 shares of common stock based on his ownership of 190,437 shares and options to purchase 22,375 shares that are exercisable within 60 days of December 31, 2022.

 

(iv)Shared power to dispose or to direct the disposition of. Mr. Michael maybe deemed to have shared power to dispose of or shared power to direct the disposition of 6,414,036 shares of CorVel common stock held by Corstar Holdings, Inc.

 

Item 5. Ownership of Five Percent or less of a Class. Not Applicable

 

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 Reported on by the Parent Holding Company. Not Applicable.

 

Item 8.Identification and Classification of Members of the Group. Exhibit A attached hereto identifies each member of the group filing this Schedule 13G/A pursuant to Rule 13d-1(c).

 

Item 9.Notice of Dissolution of Group. Not Applicable.

 

5

 

 

Page  6 of 9 Pages

 

Item 10.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under 240.14a-11.

 

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.

 

Dated: February 10, 2023 /s/ Jeffrey J. Michael
   
  Jeffrey J. Michael
   
  CORSTAR HOLDINGS, INC.
   
  By: /s/ Jeffrey J. Michael
  Name: Jeffrey J. Michael
  Its: President & CEO

 

6

 

 

Page  7 of 9 Pages

 

Exhibit Index

 

Exhibit   Title    Page No.
         
Exhibit A    Group Members   8
         
Exhibit B   Joint Filing Agreement   9

 

7

 

 

Page  8 of 9 Pages

 

EXHIBIT A

 

Group Members

 

Jeffrey J. Michael

Corstar Holdings, Inc.

 

8

 

 

Page  9 of 9 Pages

 

EXHIBIT B

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G/A (including amendments thereto) with respect to the common stock, par value $0.0001 per share of CorVel Corporation, and further agree that this Joint Filing Agreement be included as Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this ____ day of February 2023.

 

CORSTAR HOLDINGS, INC.

 

By: /s/ Jeffrey J. Michael  
Name: Jeffrey J. Michael  
Its: President & CEO  

 

By: /s/ Jeffrey J. Michael  
  Jeffrey J. Michael  

 

9