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)

11601 WILSHIRE BLVD #1100

(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)
07/30/2015

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)
12% Convertible Debenture⁽¹⁾	$1.9	07/30/2015		P		$3,553,030.1		07/30/2015	⁽¹⁾	Common Stock	1,870,016	$1.9	1,870,016	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽¹⁾	$1.9	07/30/2015		P		935,008		07/30/2015	07/30/2020	Common Stock	935,008	⁽³⁾	935,008	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽⁴⁾⁽⁵⁾	$0.47	03/30/2016		P		450,000		03/30/2016	03/30/2021	Common Stock	450,000	⁽⁷⁾	450,000	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽⁴⁾⁽⁶⁾	$0.47	04/27/2016		P		200,000		04/27/2016	04/27/2021	Common Stock	200,000	⁽⁷⁾	200,000	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽⁴⁾	$0.33	05/24/2016		P		306,818		05/24/2016	05/24/2021	Common Stock	306,818	⁽⁷⁾	306,818	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽⁴⁾	$0.33	06/02/2016		P		174,242		06/02/2016	06/02/2021	Common Stock	174,242	⁽⁷⁾	174,242	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽⁴⁾	$0.33	06/22/2016		P		189,394		06/22/2016	06/22/2021	Common Stock	189,394	⁽⁷⁾	189,394	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽⁴⁾	$0.33	07/05/2016		P		318,182		07/05/2016	07/05/2021	Common Stock	318,182	⁽⁷⁾	318,182	I	By Acuitas Group Holdings, LLC⁽²⁾
Warrant to purchase⁽⁴⁾	$0.33	07/21/2016		P		113,636		07/21/2016	07/21/2021	Common Stock	113,636	⁽⁷⁾	113,636	I	By Acuitas Group Holdings, LLC⁽²⁾

Explanation of Responses:

1. Pursuant to its terms, as of June 30, 2016, the principal amount under the 12% Convertible Debenture was adjusted to $3,887,519.83 and on September 17, 2015, the conversion price was adjusted to $0.30, resulting in 12,958,399 shares of common stock to be issued upon conversion of the 12% Convertible Debenture. The Maturity date of the 12% Convertible Debenture was extended on October 16, 2015 from January 18, 2016 to January 18, 2017. On September 17, 2015, the exercise price of the warrants was adjusted to $0.30 per share pursuant to a price protection provision included in the warrants.

2. The reporting person is the Managing Director and 100% owner of Acuitas Group Holdings, LLC, and may be deemed to beneficially own or control the securities. The reporting person disclaims beneficial ownership of any such securities.

3. The warrants were issued by the Issuer in connection with the execution of the 12% Convertible Debenture (as amended from time to time).

4. The exercise price and the number of shares issuable upon exercise of the warrants are subject to potential future adjustment pursuant to the full-ratchet anti-dilution provisions included in the warrant. As of August 15, 2016, the exercise price of the warrants was increased to $1.10 per share.

5. Subsequent to the issuance date, the exercise price of these warrants was decreased to $0.33 (and on August 15, 2016, increased to $1.10) and the number of shares of common stock issuable thereunder was increase to 640,909.

6. Subsequent to the issuance date, the exercise price of these warrants was decreased to $0.33 (and on August 15, 2016, increased to $1.10) and the number of shares of common stock issuable thereunder was increase to 284,848.

7. The warrants were issued by the Issuer in connection with the execution of promissory notes (as amended and restated from time to time).

	/s/ Terren S. Peizer	08/17/2016
	** Signature of Reporting Person	Date
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