SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last)

(First)

(Middle)

2120 COLORADO AVENUE, #230

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ontrak, Inc. [ OTRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	08/11/2021		X		170,473	A	$4.8	9,284,628	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		X		58,824	A	$4.8	9,343,452	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		X		137,883	A	$4.8	9,481,335	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		X		61,765	A	$4.8	9,543,100	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		X		49,020	A	$4.8	9,592,120	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		X		49,020	A	$4.8	9,641,140	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		X		36,275	A	$4.8	9,677,415	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		S		30,173⁽³⁾	D	$27.1185	9,647,242	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		S		10,411⁽⁴⁾	D	$27.1185	9,636,831	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		S		24,405⁽⁵⁾	D	$27.1185	9,612,426	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		S		10,932⁽⁶⁾	D	$27.1185	9,601,494	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		S		8,676⁽⁷⁾	D	$27.1185	9,592,818	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		S		8,676⁽⁸⁾	D	$27.1185	9,584,142	I	By Acuitas
Common Stock⁽¹⁾	08/11/2021		S		6,420⁽⁹⁾	D	$27.1185	9,577,722	I	By Acuitas

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase⁽¹⁾	$4.8⁽²⁾	08/11/2021		X			170,473⁽²⁾	12/15/2016	12/15/2021	Common Stock	170,473⁽²⁾	$0	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽²⁾	08/11/2021		X			58,824⁽²⁾	01/31/2017	01/31/2022	Common Stock	58,824⁽²⁾	$0	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽²⁾	08/11/2021		X			137,883⁽²⁾	01/31/2017	01/31/2022	Common Stock	137,883⁽²⁾	$0	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽²⁾	08/11/2021		X			61,765⁽²⁾	02/17/2017	02/17/2022	Common Stock	61,765⁽²⁾	$0	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽²⁾	08/11/2021		X			49,020⁽²⁾	03/06/2017	03/06/2022	Common Stock	49,020⁽²⁾	$0	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽²⁾	08/11/2021		X			49,020⁽²⁾	03/28/2017	03/28/2022	Common Stock	49,020⁽²⁾	$0	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽²⁾	08/11/2021		X			36,275⁽²⁾	04/13/2017	04/13/2022	Common Stock	36,275⁽²⁾	$0	0	I	By Acuitas

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last)

(First)

(Middle)

2120 COLORADO AVENUE, #230

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

1. Name and Address of Reporting Person^*

Acuitas Group Holdings, LLC

(Last)

(First)

(Middle)

2120 COLORADO AVENUE, #230

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is jointly filed by Terren S. Peizer ("Mr. Peizer") and Acuitas Group Holdings, LLC ("Acuitas"). Mr. Peizer is the Chairman and sole member of Acuitas and, in such capacity, exercises voting and investment power over any securities held for the accounts of Acuitas.

2. After giving effect to a 1:6 reverse stock split conducted by the issuer on April 25, 2017.

3. On August 11, 2021, Acuitas exercised a warrant to purchase 170,473 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 140,300 shares.

4. On August 11, 2021, Acuitas exercised a warrant to purchase 58,824 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 48,413 shares.

5. On August 11, 2021, Acuitas exercised a warrant to purchase 137,883 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 113,478 shares.

6. On August 11, 2021, Acuitas exercised a warrant to purchase 61,765 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 50,833 shares.

7. On August 11, 2021, Acuitas exercised a warrant to purchase 49,020 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 40,344 shares.

8. On August 11, 2021, Acuitas exercised a warrant to purchase 49,020 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 40,344 shares.

9. On August 11, 2021, Acuitas exercised a warrant to purchase 36,275 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 29,855 shares.

	/s/ Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman	08/13/2021
	/s/ Terren S. Peizer	08/13/2021
	** 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).
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