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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Feld Judith (Last) (First) (Middle) 2200 PASEO VERDE PARKWAY SUITE 280 (Street) HENDERSON NV 89052 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/26/2022	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 Medical 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)	2,854.67(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)(1)	04/12/2023(3)	04/12/2029	Ontrak, Inc. Common Stock	18,500	$1.73	D
Option (right to buy)(1)	12/16/2022(4)	12/16/2028	Ontrak, Inc. Common Stock	1,000	$5.74	D
Restricted Stock Unit(1)	(6)	(6)	Ontrak, Inc. Common Stock	2,000	(5)	D

Explanation of Responses:

1. On July 26,2022, Ms. Feld became the Chief Medical Officer of the Company.

2. As of August 4, 2022, Ms. Feld has acquired 2,854.67 shares of the Company's common stock under the Company's 401(k) plan.

3. 25% of these options vest one year from the date of grant and the remaining options vest in 12 equal quarterly installments thereafter over the next three years.

4. 20% of these options vest one year from the date of grant and the remaining options vest in 16 equal quarterly installments on the last day of each quarter beginning January 1, 2023 over the next four years.

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

6. The RSU's vest over five years as follows: 40% vest on the second anniversary of the grant date and 20% vest on the third, fourth and fifth anniversaries of the grant date subject to Ms. Feld's continued employment with the Company.

Remarks:

	/s/ Judith Feld	08/05/2022
	** 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.