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