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)
12/31/2019

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⁾	12/31/2019		G		1,273	D	$0	9,185,303	I	By Socius⁽²⁾
Common Stock⁽¹⁾	12/31/2019		G		39,454	D	$0	9,145,849	I	By Socius⁽³⁾
Common Stock⁽¹⁾	12/31/2019		J		224,464	A	$0	9,145,849	I	By Acuitas⁽⁴⁾
Common Stock⁽¹⁾	01/30/2020		G		5,455	D	$0	9,140,394	I	By Crede II⁽⁵⁾
Common Stock⁽¹⁾	01/30/2020		J		1,041,616	A	$0	9,140,394	I	By Acuitas⁽⁶⁾
Common Stock⁽¹⁾	04/21/2020		G		15,000	D	$0	9,125,394	I	By Crede III⁽⁷⁾
Common Stock⁽¹⁾	04/21/2020		J		3,803,028	A	$0	9,125,394	I	By Acuitas⁽⁸⁾
Common Stock⁽¹⁾	06/05/2020		G		6,239	D	$0	9,119,155	I	By Acuitas⁽⁹⁾
Common Stock⁽¹⁾	10/06/2020		G		5,000	D	$0	9,114,155	I	By Acuitas⁽⁹⁾
Common Stock⁽¹⁾	12/14/2020		J		1,875	A	$0	9,114,155	I	By Acuitas⁽¹⁰⁾
Common Stock⁽¹⁾	12/14/2020		J		257,222	A	$0	9,114,155	I	By Acuitas⁽⁸⁾
Common Stock⁽¹⁾	12/14/2020		J		86,267	A	$0	9,114,155	I	By Acuitas⁽⁴⁾
Common Stock⁽¹⁾	12/14/2020		J		9,256	A	$0	9,114,155	I	By Acuitas⁽¹¹⁾
Common Stock⁽¹⁾	12/14/2020		J		1	A	$0	9,114,155	I	By Acuitas⁽¹²⁾
Common Stock⁽¹⁾	05/10/2021		X		187,002	A	$1.8	9,301,157	I	By Acuitas
Common Stock⁽¹⁾	05/10/2021		X		498,297	A	$4.8	9,799,454	I	By Acuitas
Common Stock⁽¹⁾	05/10/2021		S⁽²²⁾		10,887	D	$30.92	9,788,567	I	By Acuitas
Common Stock⁽¹⁾	05/10/2021		S⁽²²⁾		78,685	D	$30.44	9,709,882	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⁾	$1.8⁽¹³⁾	03/29/2017		H			155,834⁽¹³⁾	04/28/2017	07/30/2020	Common Stock	155,834⁽¹³⁾	⁽¹⁴⁾	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$1.8⁽¹³⁾	03/29/2017		P		187,002⁽¹³⁾		04/28/2017	07/30/2020	Common Stock	187,002⁽¹³⁾	⁽¹⁴⁾	187,002⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$1.8⁽¹³⁾	07/29/2020		H			187,002⁽¹³⁾	04/28/2017	07/30/2020	Common Stock	187,002⁽¹³⁾	⁽¹⁵⁾	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$1.8⁽¹³⁾	07/29/2020		P		187,002⁽¹³⁾		07/29/2020	08/30/2021	Common Stock	187,002⁽¹³⁾	⁽¹⁵⁾	187,002⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$1.98⁽¹³⁾	08/15/2016		H			338,005⁽¹³⁾	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	338,005⁽¹³⁾	⁽¹⁶⁾	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽¹³⁾	08/15/2016		P		498,927⁽¹³⁾		08/15/2016	08/15/2021	Common Stock	498,927⁽¹³⁾	⁽¹⁶⁾	498,927⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽¹³⁾	01/31/2017		P		196,707⁽¹³⁾		01/31/2017	01/31/2022	Common Stock	196,707⁽¹³⁾	⁽¹⁷⁾	196,707⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽¹³⁾	02/17/2017		P		61,765⁽¹³⁾		02/17/2017	02/17/2022	Common Stock	61,765⁽¹³⁾	⁽¹⁸⁾	61,765⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽¹³⁾	03/06/2017		P		49,020⁽¹³⁾		03/06/2017	03/06/2022	Common Stock	49,020⁽¹³⁾	⁽¹⁹⁾	49,020⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽¹³⁾	03/28/2017		P		49,020⁽¹³⁾		03/28/2017	03/28/2022	Common Stock	49,020⁽¹³⁾	⁽²⁰⁾	49,020⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽¹³⁾	04/13/2017		P		36,275⁽¹³⁾		04/13/2017	04/13/2022	Common Stock	36,275⁽¹³⁾	⁽²¹⁾	36,275⁽¹³⁾	I	By Acuitas
Warrants to Purchase⁽¹⁾	$1.8⁽¹³⁾	05/10/2021		X			187,002⁽¹³⁾	07/28/2020	08/30/2021	Common Stock	187,002⁽¹³⁾	$0	0	I	By Acuitas
Warrants to Purchase⁽¹⁾	$4.8⁽¹³⁾	05/10/2021		X			498,297⁽¹³⁾	08/15/2016	08/15/2021	Common Stock	498,927⁽¹³⁾	$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. Represents a transfer of shares by Socius CG II, Ltd. ("Socius") to The Quell Foundation, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Socius is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Socius.

3. Represents a transfer of shares by Socius to Esousa Holdings, LLC, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration.

4. Represents a transfer of shares by Socius to Acuitas for no consideration.

5. Represents a transfer of shares by Crede CG II, Ltd. ("Crede II") to Gabrielle's Angel Foundation, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Crede II is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the account of Crede II.

6. Represents a transfer of shares by Crede II to Acuitas for no consideration.

7. Represents a transfer of shares by Crede CG III, Ltd. ("Crede III") to The Giving Back Fund, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Mr. Peizer is the Managing Director of Crede III and, in such capacity, exercises voting and investment power over any securities held for the accounts of Crede III.

8. Represents a transfer of shares by Crede III to Acuitas for no consideration.

9. Represents a transfer of shares by Acuitas to Brianna Bell, an individual unaffiliated with Mr. Peizer and Acuitas, for no consideration.

10. Represents a transfer of shares by Reserva Capital, LLC ("Reserva") to Acuitas for no consideration. Reserva is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Reserva.

11. Represents a transfer of shares by Bonmore Capital LLC ("Bonmore") to Acuitas for no consideration. Bonmore is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Bonmore.

12. Represents the transfer of a share by Peizer, Ltd. to Acuitas for no consideration. Peizer, Ltd. is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Peizer, Ltd.

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

14. On March 29, 2017, Acuitas and the issuer amended an outstanding warrant exercisable for 935,008 shares of the issuer's common stock, to increase the number of shares issuable thereunder by 187,002 shares, effective upon the closing of a public offering of the issuer's common stock (which offering closed on April 28, 2017). The amendment is reported above as the cancellation of the old warrant and the acquisition of the new one.

15. On July 29, 2020, the warrant was amended to extend the expiration date from July 30, 2020 to August 30, 2021. The amendment is reported above as the cancellation of the old warrant and the acquisition of the new one.

16. On August 15, 2016, Acuitas and the issuer agreed to exchange certain outstanding warrants to purchase an aggregate of 2,028,029 shares of the issuer's common stock, at an exercise price of $0.33 per share, for a new warrant exercisable for 2,993,561 shares of the issuer's common stock, at an exercise price of $1.10 per share. The new warrant was in the form substantially identical to the form of the old warrants. The warrant exchange occurred in connection with the exchange of certain notes previously issued by the issuer to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.

17. On January 31, 2017, the issuer issued to Acuitas warrants exercisable for an aggregate of 1,180,234 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrants. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrants was subsequently adjusted to $0.80 per share.

18. On February 17, 2017, the issuer issued to Acuitas a warrant exercisable for 370,588 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrants was subsequently adjusted to $0.80 per share.

19. On March 6, 2017, the issuer issued to Acuitas a warrant exercisable for 294,118 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.

20. On March 28, 2017, the issuer issued to Acuitas a warrant exercisable for 294,118 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.

21. On April 13, 2017, the issuer issued to Acuitas a warrant exercisable for 217,647 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.

22. On May 10, 2021, Acuitas exercised (i) a warrant to purchase 187,002 shares of the issuer's common stock for $1.80 per share and (ii) a warrant to purchase 498,297 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 an aggregate of warrant shares to pay the applicable exercise prices and issuing to Acuitas the remaining 89,572 shares in the aggregate.

	Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer	05/11/2021
	/s/ Terren S. Peizer	05/11/2021
	** Signature of Reporting Person	Date
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