Amendment: Chief Financial Officer O'Brien Brandon exercised 1,000 shares at a strike of $86.72, covered exercise/tax liability with 303 shares and sold $157,390 worth of shares (500 units at $314.78), increasing direct ownership by 3% to 7,502 units (SEC Form 4)
$CRVL
Specialty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CORVEL CORP [ CRVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/05/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/01/2024 | M | 500 | A | $87.69 | 7,805 | D | |||
| Common Stock | 08/01/2024 | F(2) | 142 | D | $306.82 | 7,663 | D | |||
| Common Stock | 08/01/2024 | F(2) | 161 | D | $306.82 | 7,502 | D | |||
| Common Stock | 08/02/2024 | M | 400 | A | $87.69 | 7,902 | D | |||
| Common Stock | 08/02/2024 | M | 13 | A | $119.48 | 7,915 | D | |||
| Common Stock | 08/02/2024 | M | 62 | A | $79.49 | 7,977 | D | |||
| Common Stock | 08/02/2024 | M | 25 | A | $52.69 | 8,002 | D | |||
| Common Stock | 08/19/2024(1) | S | 15 | D | $316.45 | 7,987 | D | |||
| Common Stock | 08/19/2024(1) | S | 144 | D | $316.26 | 7,843 | D | |||
| Common Stock | 08/19/2024(1) | S | 84 | D | $314.95 | 7,759 | D | |||
| Common Stock | 08/19/2024(1) | S | 6 | D | $314.945 | 7,753 | D | |||
| Common Stock | 08/19/2024(1) | S | 3 | D | $314.94 | 7,750 | D | |||
| Common Stock | 08/19/2024(1) | S | 80 | D | $314.655 | 7,670 | D | |||
| Common Stock | 08/19/2024(1) | S | 5 | D | $314.63 | 7,665 | D | |||
| Common Stock | 08/19/2024(1) | S | 6 | D | $314.335 | 7,659 | D | |||
| Common Stock | 08/19/2024(1) | S | 157 | D | $313.25 | 7,502 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $87.69 | 08/01/2024 | M | 500 | (3) | 11/05/2025 | Common Stock | 500 | $0.0 | 1,800 | D | ||||
| Non-Qualified Stock Option (right to buy) | $52.69 | 08/02/2024(1) | M | 25 | (4) | 04/30/2025 | Common Stock | 25 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $79.49 | 08/02/2024(1) | M | 62 | (4) | 07/31/2025 | Common Stock | 62 | $0.0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $87.69 | 08/02/2024(1) | M | 400 | (3) | 11/05/2025 | Common Stock | 400 | $0.0 | 1,400 | D | ||||
| Non-Qualified Stock Option (right to buy) | $119.48 | 08/02/2024(1) | M | 13 | (4) | 05/06/2026 | Common Stock | 13 | $0.0 | 737 | D | ||||
| Explanation of Responses: |
| 1. On August 5, 2024, the Reporting Person filed a Form 4 reporting (i) the exercise of nonqualified stock options on August 1, 2024 and August 2, 2024, (ii) subsequent open-market sale transactions on August 1, 2024, and (iii) subsequent open-market sale transactions on August 2, 2024 that did not occur until August 19, 2024 due to an administrative error. This amendment is being filed to correct the transaction dates and sale prices. |
| 2. Shares delivered in payment of the option exercise price and/or tax liability incident to the option exercise. |
| 3. Option will vest based on achievement of certain performance criteria relating to earnings growth. |
| 4. Exercisable as to 25% of shares one year following the grant date with the remaining shares exercisable in 36 equal monthly installments thereafter. |
| By: Sharon O'Connor For: Brandon O'Brien | 08/21/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||