SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 17)*

 

CORVEL CORPORATION

Name of Issuer

Common Stock

Title of Class of Securities

221006109

CUSIP Number

December 31, 2018

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

 

 

 

1

Name of Reporting Person:
Corstar Holdings, Inc.

I.R.S. Identification No. of Above Person:

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

x

 

 

(b)

o

 

 

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
6,953,368

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,953,368

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,368

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
37.3%

 

 

12

Type of Reporting Person
CO

 

2

 

CUSIP No. 221006109

13G

 

 

 

1

Name of Reporting Person:
Jeffrey J. Michael

I.R.S. Identification No. of Above Person:

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

x

 

 

(b)

o

 

 

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
235,485*

 

6

Shared Voting Power
6,953,368

 

7

Sole Dispositive Power
235,485*

 

8

Shared Dispositive Power
6,953,368

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,188,853

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
38.57%

 

 

12

Type of Reporting Person
IN

 

*  Includes 34,500 shares of common stock that may be acquired upon exercise of options as of or within 60 days of February 1, 2019.

 

3

 

Item 1.

 

(a)

Name of Issuer
The name of the issuer is CorVel Corporation.

 

(b)

Address of Issuer’s Principal Executive Offices
2010 Main Street, Suite 600

Irvine, CA 92614

 

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

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.
Common Stock

 

(e)

CUSIP Number.
221006109

 

Item 3.

 

Not applicable.

 

4

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

As of December 31, 2018, Corstar Holdings, Inc. held 6,953,368 shares of CorVel stock.(1)  As of December 31, 2018 Jeffrey J. Michael individually owned 200,985 shares of CorVel stock and options of 34,500 exercisable within 60 days of February 1, 2019.  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.

 

 

(b)

Percent of Class:   

Based on 18,638,179 shares of the Issuer’s common stock outstanding as of February 1, 2019 as reported in the Issuer’s Form 10-Q for the quarterly period ended December 31, 2018:  Corstar Holdings, Inc. may be deemed to the beneficial owner of 37.3% of the Issuer’s common stock and Mr. Michael may be deemed to be the beneficial owner of 38.57% 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 235,485 shares of common stock based on his ownership of 200,985 shares and options to purchase 34,500 shares that are exercisable within 60 days of February 1, 2019.

 

 

(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 7,188,853 shares of common stock.

 

 

(iii)

Sole power to dispose or to direct the disposition of.   

Mr. Michael has sole power to dispose or control the disposition of 235,485 shares of common stock based on his ownership of 200,985 shares and options to purchase 34,500 shares that are exercisable within 60 days of February 1, 2019.

 

 

(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 7,188,853 shares of common stock.

 

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

 

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 11, 2019

 

/s/ Jeffrey J. Michael

 

 

Jeffrey J. Michael

 

 

 

CORSTAR HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Jeffrey J. Michael

 

 

Name: Jeffrey J. Michael

 

 

Its:

President & CEO

 

 

 

6

 

Exhibit Index

 

Exhibit

 

Title

 

Page No.

 

 

 

 

 

Exhibit A

 

Group Members

 

1

 

 

 

 

 

Exhibit B

 

Joint Filing Agreement

 

1

 

7