Sec Form 4/A Filing - O'Brien Brandon @ CORVEL CORP - 2023-12-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
O'Brien Brandon
2. Issuer Name and Ticker or Trading Symbol
CORVEL CORP [ CRVL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O CORVEL CORPORATION, 5128 APACHE PLUME ROAD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2023
(Street)
FORT WORTH, TX75109
4. If Amendment, Date Original Filed (MM/DD/YY)
12/13/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 7,305 ( 1 ) ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 77.93 ( 1 )( 2 ) 11/05/2024 Common Stock 0 ( 1 ) ( 2 ) ( 3 ) 0 ( 1 ) ( 2 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Brien Brandon
C/O CORVEL CORPORATION
5128 APACHE PLUME ROAD, SUITE 400
FORT WORTH, TX75109
Chief Financial Officer
Signatures
/s/ Brandon O'Brien 04/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )(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.
( 3 )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.

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.