SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Park James J

(Last)

(First)

(Middle)

2120 COLORADO AVE., SUITE 230

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	3,200	D
Common Stock⁽¹⁾	273.2⁽²⁾	I	by 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)⁽¹⁾⁽³⁾	09/16/2020⁽⁴⁾	12/02/2029	Ontrak, Inc. Common Stock	35,000	$15.55	D
Option (right to buy)⁽¹⁾⁽³⁾	09/16/2020⁽⁵⁾	02/12/2030	Ontrak, Inc. Common Stock	65,000	$16.01	D
Restricted Stock Unit⁽¹⁾	⁽⁷⁾	⁽⁸⁾	Ontrak, Inc. Common Stock	2,000	⁽⁶⁾	D

Explanation of Responses:

1. On August 10, 2021, Mr. Park was appointed as the Principal Accounting Officer of the Company.

2. As of August 16, 2021, Mr. Park has acquired 273.2 shares of the Company's common stock under the Company's 401(k) plan.

3. On September 16, 2019, Mr. Park joined the Company as Chief Accounting Officer. These options were granted to Mr. Park for his services as Chief Accounting Officer of the Company.

4. Stock options were granted on December 2, 2019, with 25% vested on September 16, 2020 and the remaining vesting equally over the next 36 months.

5. Stock options were granted on February 12, 2020, with 25% vested on September 16, 2020 and the remaining vesting equally over the next 36 months.

6. Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting.

7. On June 14, 2021, Mr. Park was granted 2,000 RSU's, subject to Mr. Park's continued employment with the Company. The RSU's vest over five years as follows: 40% shall vest on the second anniversary of the grant date and 20% shall vest on the third, fourth and fifth anniversaries of the grant date subject to Mr. Park's continued employment.

8. No expiration date for this type of award

Remarks:

	/s/ James Park	08/20/2021
	** 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 5 (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.