Filing Details
- Accession Number:
- 0001104659-20-013351
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-10 14:27:44
- Filed By:
- Corstar Holdings, Inc.
- Company:
- Corvel Corp (NASDAQ:CRVL)
- Filing Date:
- 2020-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
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Corstar Holdings, Inc | 0 | 6,738,556 | 0 | 6,738,556 | 6,738,556 | 37.2% |
Jeffrey J. Michael | 232,485 | 6,738,556 | 232,485 | 6,738,556 | 6,971,041 | 38.5% |
| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
CORVEL CORPORATION
Name of Issuer
Common Stock
Title of Class of Securities
221006109
CUSIP Number
December 31, 2019
Date of Event That Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 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 |
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| 1 | Name of Reporting Person: Corstar Holdings, Inc. | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||||
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| (a) | x | ||||
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| (b) | o | ||||
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| 3 | SEC Use Only | |||||
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| 4 | Citizenship or Place of Organization | |||||
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Number of | 5 | Sole Voting Power | |||||
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6 | Shared Voting Power | ||||||
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7 | Sole Dispositive Power | ||||||
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8 | Shared Dispositive Power | ||||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||||
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| 12 | Type of Reporting Person | |||||
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CUSIP No. 221006109 | 13G |
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| 1 | Name of Reporting Person: Jeffrey J. Michael | |||||
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| 2 | Check the Appropriate Box if a Member of a Group | |||||
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| (a) | x | ||||
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| (b) | o | ||||
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| 3 | SEC Use Only | |||||
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| 4 | Citizenship or Place of Organization | |||||
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Number of | 5 | Sole Voting Power | |||||
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6 | Shared Voting Power | ||||||
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7 | Sole Dispositive Power | ||||||
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8 | Shared Dispositive Power | ||||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||||
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| 12 | Type of Reporting Person | |||||
* Includes 31,500 shares of common stock that may be acquired upon exercise of options as of or within 60 days of February 1, 2020.
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Item 1. | ||||
| (a) | Name of Issuer | ||
| (b) | Address of Issuers Principal Executive Offices | ||
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Item 2. | ||||
| (a) | Name of Person Filing. | ||
| (b) | Address of Principal Business Office or, if none, Residence. | ||
| (c) | Citizenship. 10901 Red Circle Drive, Suite 370 Minnetonka, MN 55343 United States citizen
Corstar Holdings, Inc. 10901 Red Circle Drive, Suite 370 Minnetonka, MN 55343 Minnesota corporation | ||
| (d) | Title of Class of Securities. | ||
| (e) | CUSIP Number. | ||
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Item 3. |
| Not applicable. | ||
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Item 4. | Ownership | |||
| (a) | Amount beneficially owned: As of December 31, 2019, Corstar Holdings, Inc. held 6,738,556 shares of CorVel stock.(1) As of December 31, 2019 Jeffrey J. Michael individually owned 200,985 shares of CorVel stock and options of 31,500 exercisable within 60 days of February 1, 2020. Mr. Michael is the President and CEO and the sole director of Corstar Holdings, Inc. Mr. Michael disclaims beneficial ownership of shares held by Corstar Holdings, Inc. except to the extent of his pecuniary interest therein. | ||
(1) ENStar Inc. acquired the common stock shares of CorVel Corporation on February 28, 1997 when ENStar was spun off of the previous stock owner, North Star Universal, Inc. In 1999 ENStar Inc. merged with Enstar Acquisition, Inc. In April, 2000, Enstar Acquisition, Inc. changed its name to Corstar Holdings, Inc.
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| (b) | Percent of Class: Based on 18,104,704 shares of the Issuers common stock outstanding as of February 3, 2020 as reported in the Issuers Form 10-Q for the quarterly period ended December 31, 2019: Corstar Holdings, Inc. may be deemed to the beneficial owner of 37.2% of the Issuers common stock and Mr. Michael may be deemed to be the beneficial owner of 38.5% of the Issuers common stock. | |
| (c) | The Reporting Persons have the power to vote or dispose of the number of shares as follows: | |
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| (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 232,485 shares of common stock based on his ownership of 200,985 shares and options to purchase 31,500 shares that are exercisable within 60 days of February 1, 2020. |
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| (ii) | Shared power to vote or to direct the vote. Mr. Michael and Corstar Holdings, Inc. maybe deemed to share the power to vote or direct the vote with respect to 6,971,041 shares of common stock. |
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| (iii) | Sole power to dispose or to direct the disposition of. Mr. Michael has sole power to dispose or control the disposition of 232,485 shares of common stock based on his ownership of 200,985 shares and options to purchase 31,500 shares that are exercisable within 60 days of February 1, 2020. |
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| (iv) | Shared power to dispose or to direct the disposition of. Mr. Michael and Corstar Holdings, Inc. maybe deemed to have shared power to dispose of or shared power to direct the disposition of 6,971,041 shares of common stock. |
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Item 5. | Ownership of Five Percent or Less of a Class. | ||
| Not Applicable | ||
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
| Not Applicable | ||
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Reported on By the Parent Holding Company. | ||
| Not Applicable. | ||
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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). | ||
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Item 9. | Notice of Dissolution of Group. | ||
| Not Applicable. |
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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, 2020 | /s/ Jeffrey J. Michael | |
| Jeffrey J. Michael | |
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CORSTAR HOLDINGS, INC. |
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By: | /s/ Jeffrey J. Michael |
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Name: | Jeffrey J. Michael |
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Its: | President & CEO |
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Exhibit Index
Exhibit |
| Title |
| Page No. |
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Exhibit A |
| Group Members |
| 1 |
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Exhibit B |
| Joint Filing Agreement |
| 1 |
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