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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last)

(First)

(Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO

00646

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2024

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)

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)
Common Stock Purchase Warrant⁽¹⁾	$0.85⁽²⁾⁽⁵⁾	03/28/2024⁽²⁾⁽⁵⁾		H			36,666,666⁽²⁾⁽⁵⁾	12/20/2023	12/20/2028	Common Stock	36,666,666⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	0	I	By Humanitario
Common Stock Purchase Warrant⁽¹⁾	$0.36⁽²⁾⁽⁵⁾	03/28/2024⁽²⁾⁽⁵⁾		J		86,574,073⁽²⁾⁽⁵⁾		03/28/2024	12/20/2028	Common Stock	86,574,073⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	86,574,073	I	By Humanitario
Common Stock Purchase Warrant⁽¹⁾	$0.36⁽³⁾⁽⁴⁾⁽⁵⁾	03/28/2024⁽³⁾⁽⁴⁾⁽⁵⁾		H			86,574,073⁽³⁾⁽⁴⁾⁽⁵⁾	03/28/2024	12/20/2028	Common Stock	86,574,073⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	0	I	By Humanitario
Common Stock Purchase Warrant⁽¹⁾	$0.3442⁽³⁾⁽⁴⁾⁽⁵⁾	04/08/2024⁽³⁾⁽⁴⁾⁽⁵⁾		J		90,548,129⁽³⁾⁽⁴⁾⁽⁵⁾		04/08/2024⁽⁴⁾⁽⁵⁾	12/20/2028	Common Stock	90,548,129⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	90,548,129	I	By Humanitario

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last)

(First)

(Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO

00646

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Acuitas Group Holdings, LLC

(Last)

(First)

(Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO

00646

(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") with respect to the issuer Ontrak, Inc. ("Ontrak"). 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. On March 28, 2024, in connection with the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto (as amended by the Sixth Amendment, the "Keep Well Agreement"), Ontrak and Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), entered into a waiver and agreement (the "Warrant Waiver"). Under the terms of the Warrant Waiver, the exercise price of the Private Placement Warrant (as previously defined in this Form 4) then in effect would be reduced to $0.36 at the time the Company entered into the Sixth Amendment.

3. Under the terms of the Warrant Waiver, if $0.36 is greater than the lowest VWAP of Ontrak's common stock on any trading day during the five trading day period immediately following public announcement of Ontrak entering into the Sixth Amendment, the exercise price of the Private Placement Warrant would be reduced to such lowest VWAP on any trading day during such five trading day period.

4. According to the Form 8-K filed by Ontrak on April 8, 2024, the lowest VWAP on any trading day during the five-trading day period immediately following the public announcement of Ontrak entering into the Sixth Amendment was $0.3442. Accordingly, pursuant to the terms of the Warrant Waiver, the exercise price of the Private Placement Warrant was reduced to $0.3442 per share (and the number of shares of Ontrak's common stock issuable upon exercise thereof was increased to 90,548,129 shares).

5. Such adjustments are reported in Table II above as the cancellation of the prior warrant in exchange for the issuance of a new warrant reflecting the modified exercise price and number of warrant shares issuable upon exercise thereof.

	Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer	04/10/2024
	/s/ Terren S. Peizer	04/10/2024
	** Signature of Reporting Person	Date
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