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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4/A |
| Period of Report: 12/11/23 |
| Date of Original Submission: 12/13/23 |
| Issuer: |
| Issuer CIK: 874866 |
| Issuer Name: CORVEL CORP |
| Issuer Trading Symbol: CRVL |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1754499 |
| | Owner Name: O'Brien Brandon |
| Reporting Owner Address: |
| | Owner Street 1: C/O CORVEL CORPORATION |
| | Owner Street 2: 5128 APACHE PLUME ROAD, SUITE 400 |
| | Owner City: FORT WORTH |
| | Owner State: TX |
| | Owner ZIP Code: 75109 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Financial Officer |
| Aff 10b5 One? No |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,305 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Non-Qualified Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 77.93 |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 11/5/24 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 0 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: On December 13, 2023, the Reporting Person filed a Form 4 (the "Original Form 4") reporting the (a) December 11, 2023 exercise of 300 non-qualified stock options ("NQSOs") originally granted to the Reporting Person on November 5, 2019 (the "2019 NQSO Grant"), (b) receipt of 300 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), underlying such NQSOs (the "Shares"), and (c) subsequent open-market sale of the Shares (collectively, the "Transactions"). The Reporting Person was originally granted an aggregate of 7,500 NQSOs in the 2019 NQSO Grant, the vesting of which was subject to the achievement of certain performance criteria related to the Issuer's earnings growth. Of those 7,500 NQSOs, 7,125 vested upon the achievement of such performance criteria and were subsequently exercised by the Reporting Person as previously disclosed in the Reporting Person's Form 4 filings. |
| Footnote - F2: (Continued from footnote 1) The remaining 375 NQSOs were canceled by the Issuer for failure to achieve certain performance criteria. Accordingly, the Reporting Person did not hold the 300 NQSOs exercised on December 11, 2023, and the Transactions reported on the Original Form 4 occurred due to an administrative error. Each Transaction was subsequently reversed. This amendment is being filed to confirm the number of shares of Common Stock held by the Reporting Person as of the date hereof, and to correct the number of 2019 NQSOs held by the Reporting Person as of the date hereof following the reversal of the Transactions. |
| Footnote - F3: Following the vesting and exercise by the Reporting Person of 7,125 NQSOs from the 2019 NQSO Grant and the cancellation of the remaining 375 NQSOs for failure to achieve certain performance criteria, the Reporting Person no longer holds any of the NQSOs included in the November 5, 2019 equity grant. |
| Owner Signature: |
| Signature Name: /s/ Brandon O'Brien |
| Signature Date: 4/17/24 |
