0001593968-23-001531.txt : 20231226 0001593968-23-001531.hdr.sgml : 20231226 20231226164326 ACCESSION NUMBER: 0001593968-23-001531 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220829 FILED AS OF DATE: 20231226 DATE AS OF CHANGE: 20231226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Messina James M. CENTRAL INDEX KEY: 0001944526 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31932 FILM NUMBER: 231513785 MAIL ADDRESS: STREET 1: 2200 PASEO VERDE PARKWAY STREET 2: SUITE 280 CITY: HENDERSON STATE: NV ZIP: 89052 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ontrak, Inc. CENTRAL INDEX KEY: 0001136174 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 880464853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 S. E. 2ND AVENUE STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 310 444 4300 MAIL ADDRESS: STREET 1: 333 S. E. 2ND AVENUE STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: CATASYS, INC. DATE OF NAME CHANGE: 20110316 FORMER COMPANY: FORMER CONFORMED NAME: HYTHIAM, INC. DATE OF NAME CHANGE: 20101029 FORMER COMPANY: FORMER CONFORMED NAME: HYTHIAM INC DATE OF NAME CHANGE: 20031003 4/A 1 primary_01.xml PRIMARY DOCUMENT X0508 4/A 2022-08-29 2022-08-31 0001136174 Ontrak, Inc. OTRK 0001944526 Messina James M. 2200 PASEO VERDE PARKWAY, SUITE 280 HENDERSON NV 89052 true false false false false Option (right to buy) 0.6511 2022-08-29 4 A false 16360 0 A 2022-12-31 2027-08-29 Ontrak, Inc. Common Stock 16360 16360 D Restricted Stock Unit 2022-08-29 4 A false 460759 0 A Ontrak, Inc. Common Stock 460759 460759 D These securities were granted to Mr. Messina upon his appointment to the Board of Directors of Ontrak, Inc. (the "Company"). 100% of these options shall vest on December 31, 2022. Vesting of the options will be subject to Mr. Messina's attending board meetings, unless such absence is excused by the Chairman of the Board. On July 27, 2023, the Company effected a 1-for-6 reverse stock split (the "reverse split"). After giving effect to the reverse split, the exercise price of this option is $3.9066 instead of $0.6511 and the number of shares of common stock issuable upon exercise of this option is 2,727 instead of 16,360. Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon settlement of each vested RSU, or, in the complete and sole discretion of the Company, a cash payment equal to the fair market value of one share of common stock for each vested RSU. The original Form 4 filed by the reporting person on August 31, 2022 to report the acquisition of this RSU inadvertently omitted to state that each vested RSU will be settled on the earlier of (i) August 29, 2025 and (ii) a change in control of the Company. After giving effect to the reverse split, the number of shares of common stock issuable upon settlement of this RSU is 76,794 instead of 460,759. The RSU's vest over three years as follows: 50% vest on the first anniversary of the grant date and 25% vest on the second and third anniversaries of the grant date, in each case, subject to Mr. Messina's continued service on the Board of Directors of the Company. /s/ James M. Messina 2023-12-26