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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

11150 SANTA MONICA BLVD. # 1500

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CATASYS, INC. [ CATS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2011

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

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

X	Form filed by One Reporting Person
	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)

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)
Secured Convertible Promissory Note	$0.26⁽¹⁾	11/30/2011		P		0⁽²⁾		⁽³⁾	01/05/2012	Common Stock	903,847⁽²⁾	$1,205,000⁽²⁾	4,634,617⁽²⁾	I	By Socius Capital Group, LLC⁽⁴⁾
Secured Convertible Promissory Note	$0.26⁽¹⁾	11/15/2011		P		0⁽²⁾		⁽³⁾	01/05/2012	Common Stock	615,385⁽²⁾	$970,000⁽²⁾	3,730,770⁽²⁾	I	By Socius Capital Group, LLC⁽⁴⁾
Secured Convertible Promissory Note	$0.26⁽¹⁾	11/02/2011		P		0⁽²⁾		⁽³⁾	01/05/2012	Common Stock	615,385⁽²⁾	$810,000⁽²⁾	3,115,385⁽²⁾	I	By Socius Capital Group LLC⁽⁴⁾
Secured Convertible Promissory Note	$0.26⁽¹⁾⁽⁵⁾	08/17/2011		P		0⁽²⁾		⁽³⁾	11/17/2011	Common Stock	2,500,000⁽²⁾	$650,000⁽²⁾	2,500,000⁽²⁾	I	By Socius Capital Group, LLC⁽⁴⁾
Warrant to Purchase	$0.32⁽⁶⁾	11/30/2011		P		903,847⁽²⁾		⁽³⁾	08/17/2016	Common Stock	903,847⁽²⁾	⁽²⁾	4,634,617⁽²⁾	I	By Socius Capital Group, LLC⁽⁴⁾
Warrant to Purchase	$0.32⁽⁶⁾	11/15/2011		P		615,385⁽²⁾		⁽³⁾	08/17/2016	Common Stock	615,385⁽²⁾	⁽²⁾	3,730,770⁽²⁾	I	By Socius Capital Group, LLC⁽⁴⁾
Warrant to Purchase	$0.32⁽⁶⁾	11/02/2011		P		615,385⁽²⁾		⁽³⁾	08/17/2016	Common Stock	615,385⁽²⁾	⁽²⁾	3,115,385⁽²⁾	I	By Socius Capital Group, LLC⁽⁴⁾
Warrant to Purchase	$0.32⁽⁵⁾⁽⁶⁾	08/17/2011		P		2,500,000⁽²⁾⁽⁵⁾		⁽³⁾	08/17/2016	Common Stock	2,500,000⁽²⁾⁽⁵⁾	⁽²⁾	2,500,000⁽²⁾⁽⁵⁾	I	By Socius Capital Group, LLC⁽⁴⁾

Explanation of Responses:

1. The conversion price is subject to changes in accordance with the terms and conditions of the secured convertible promissory note (the "Notes"), as amended and restated, entered into by and between Socius Capital Group, LLC and the Issuer.

2. The Notes and the warrants were originally purchased on August, 17, 2011 and subsequently amended and restated on November 2, 2011, November 15, 2011 and November 30, 2011. The Notes, as amended and restated, and any accrued interest are convertible at the holder's option into common stock or securities issued in the next financing the Issuer enters into in an amount of at least $2,000,000 (a "Qualified Financing"). The conversion price for the secured convertible promissory note is equal to the lower of (i) $0.26 per share of Common Stock, and (ii) the lowest price per share of common stock into which any security is convertible in any Qualified Financing.

3. Exercisable at any time prior to expiration.

4. The reporting person is the sole owner and Managing Director of Socius Capital Group, LLC

5. Reflects a 1-for-40 reverse stock split of the Issuer's shares of common stock effected on September 6, 2011.

6. The exercise price is subject to changes in accordance with the terms and conditions of the warrant issued by the Issuer.

	/s/ Terren S. Peizer	12/05/2011
	** 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.