| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 23
)*
|
CORVEL CORPORATION (Name of Issuer) |
Common Stock (Title of Class of Securities) |
221006109 (CUSIP Number) |
12/31/2024 (Date of Event Which 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) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 221006109 |
| 1 | Names of Reporting Persons Corstar Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization MINNESOTA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 18,852,108.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 36.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 221006109 |
| 1 | Names of Reporting Persons Jeffrey J. Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,490,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Rows 5 and 7 include 59,625 shares of CorVel common stock that may be acquired upon exercise of options as of or within 60 days of December 31, 2024.
Rows 6 and 8 include (i) 18,852,108 shares of CorVel common stock held by Corstar Holdings, Inc. and (ii) 3 shares of CorVel common stock held by Mr. Michael's wife.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CORVEL CORPORATION | |
| (b) | Address of issuer's principal executive
offices: 5128 Apache Plume Road, Suite 400, Fort Worth, Texas 76109 | |
| Item 2. | ||
| (a) | Name of person filing: See (c) below | |
| (b) | Address or principal business office or, if
none, residence: See (c) below | |
| (c) | Citizenship: Corstar Holdings, Inc.,
15600 Wayzata Boulevard, Suite 309,
Wayzata, MN 55391,
Minnesota corporation.
Jeffrey J. Michael,
15600 Wayzata Boulevard, Suite 309,
Wayzata, MN 55391,
United States citizen.
Corstar Holdings, Inc. and Mr. Michael are each a "Reporting Person" and collectively the "Reporting Persons." | |
| (d) | Title of class of securities: Common Stock | |
| (e) | CUSIP No.: 221006109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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 adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | 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); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of December 31, 2024, Corstar Holdings, Inc. held 18,852,108 shares of CorVel common stock. Mr. Michael is the President and CEO and the sole director of Corstar Holdings, Inc., and therefore, Mr. Michael may be deemed to be the beneficial owner of the shares of CorVel common stock held by Corstar Holdings, Inc. As of December 31, 2024, the Jeffrey J. Michael Revocable Trust, of which Mr. Michael is a trustee, owned 578,787 shares of CorVel common stock, and Mr. Michael individually owned options to purchase an additional 59,625 shares of CorVel common stock exercisable within 60 days of December 31, 2024. Mr. Michael has sole voting and dispositive power over the shares of CorVel common stock held by the Jeffrey J. Michael Revocable Trust and, therefore, may be deemed to be the beneficial owner of the shares of CorVel common stock held by the Jeffrey J. Michael Revocable Trust. As of December 31, 2024, Mr. Michael's wife individually owned 3 shares of CorVel common stock. | |
| (b) | Percent of class: Based on 51,359,138 shares of CorVel's common stock outstanding as of February 3, 2025 as reported in CorVel's Form 10-Q for the quarterly period ended December 31, 2024, Corstar Holdings, Inc. may be deemed to be the beneficial owner of 36.71% of CorVel's outstanding common stock and Mr. Michael may be deemed to be the beneficial owner of 37.95% of CorVel's outstanding common stock. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Mr. Michael has the sole power to vote or direct the vote of 638,412 shares of CorVel common stock, based on his indirect ownership through the Jeffrey J. Michael Revocable Trust of 578,787 shares of CorVel common stock and his direct ownership of options to purchase 59,625 shares of CorVel common stock that are exercisable within 60 days of December 31, 2024. | ||
| (ii) Shared power to vote or to direct the
vote: Mr. Michael may be deemed to share the power to vote or direct the vote with respect to the 18,852,108 shares of CorVel common stock held by Corstar Holdings, Inc., and Mr. Michael may be deemed to share the power to vote or direct the vote with respect to the 3 shares of CorVel common stock held by Mr. Michael's wife. | ||
| (iii) Sole power to dispose or to direct the
disposition of: Mr. Michael has sole power to dispose or control the disposition of 638,412 shares of CorVel common stock, based on his indirect ownership through the Jeffrey J. Michael Revocable Trust of 578,787 shares of CorVel common stock and his direct ownership of options to purchase 59,625 shares of CorVel common stock that are exercisable within 60 days of December 31, 2024. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Mr. Michael may be deemed to have shared power to dispose of or shared power to direct the disposition of 18,852,108 shares of CorVel common stock held by Corstar Holdings, Inc., and Mr. Michael may be deemed to have shared power to dispose of or shared power to direct the disposition of the 3 shares of CorVel common stock held by Mr. Michael's wife. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member 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
| ||
| Item 10. | Certifications: |
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. |
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