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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PEIZER TERREN S

(Last) (First) (Middle)
2120 COLORADO AVENUE, #230

(Street)
SANTA MONICA CA 90404

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/11/2021
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)
Code V Amount (A) or (D) Price
Common Stock(1) 05/10/2021 X 498,927(2) A $4.8 9,710,512(3) I By Acuitas
Common Stock(1) 05/11/2021 S 1,099(4) D $28.711(5) 9,709,413 I By Acuitas
Common Stock(1) 05/11/2021 S 3,401(4) D $29.4705(6) 9,706,012 I By Acuitas
Common Stock(1) 05/11/2021 S 2,089(4) D $30.5848(7) 9,703,923 I By Acuitas
Common Stock(1) 05/11/2021 S 2,700(4) D $31.6293(8) 9,701,223 I By Acuitas
Common Stock(1) 05/11/2021 S 1,711(4) D $32.218(9) 9,699,512 I By Acuitas
Common Stock(1) 05/12/2021 S 6,500(4) D $31.2745(10) 9,693,012 I By Acuitas
Common Stock(1) 05/12/2021 S 4,500(4) D $31.9578(11) 9,688,512 I By Acuitas
Common Stock(1) 05/13/2021 S 6,629(4) D $29.9244(12) 9,681,883 I By Acuitas
Common Stock(1) 05/13/2021 S 1,271(4) D $31.0727(13) 9,680,612 I By Acuitas
Common Stock(1) 05/13/2021 S 3,100(4) D $31.9317(14) 9,677,512 I By Acuitas
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase(1) $4.8 05/10/2021 X 498,927(2) 08/15/2016 08/15/2021 Common Stock 498,927(2) $0 0 I By Acuitas
1. Name and Address of Reporting Person*
PEIZER TERREN S

(Last) (First) (Middle)
2120 COLORADO AVENUE, #230

(Street)
SANTA MONICA CA 90404

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Acuitas Group Holdings, LLC

(Last) (First) (Middle)
2120 COLORADO AVENUE, #230

(Street)
SANTA MONICA CA 90404

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is jointly filed by Terren S. Peizer ("Mr. Peizer") and Acuitas Group Holdings, LLC ("Acuitas"). 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 May 11, 2021, the Reporting Persons filed a Form 4 (the "May 11 Form 4") which incorrectly reported, due to a clerical error, that on May 10, 2021, Acuitas exercised, on a cashless basis, a warrant to purchase 498,297 shares of the issuer's common stock for $4.80 per share. In fact, as reported in this Form 4, on May 10, 2021, Acuitas exercised, on a cashless basis, a warrant to purchase 498,927 shares of the issuer's common stock (rather than 498,297 shares) for $4.80 per share.
3. This Form 4 also corrects the total number of shares of the issuer's common stock beneficially owned by the Reporting Persons following the exercise of all warrants reported on the May 11 Form 4 (net of the issuer's withholding of an aggregate of 89,572 shares in respect of the exercise prices for such warrants), which was incorrectly reported on the May 11 Form 4 as 9,709,882 shares. In fact, as reported in this Form 4, following the exercise of all such warrants on May 10, 2021 (and after giving effect to the issuer's withholding of shares in respect of the exercise prices for such warrants), the Reporting Persons beneficially owned an aggregate of 9,710,512 shares of the issuer's common stock.
4. Represents sales effected pursuant to a Rule 10b5-1 trading plan entered into by Acuitas on May 10, 2021. The shares sold pursuant to such sales were acquired by Acuitas pursuant to the exercise of warrants held by Acuitas on May 10, 2021, which warrants were set to expire on August 15, 2021 and August 30, 2021.
5. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $28.090 to $29.070, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $29.120 to $30.050, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $30.130 to $31.000, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $31.220 to $32.080, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $32.120 to $32.290, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
10. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $30.710 to $31.660, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
11. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $31.710 to $32.490, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
12. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $29.510 to $30.500, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
13. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $30.690 to $31.460, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
14. The price reported is a volume weighted average price. The shares were sold in multiple transactions at prices ranging from $31.530 to $32.335, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, and the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
The original Form 4 filed by the Reporting Persons on May 13, 2021 inadvertently omitted a footnote, which is included as footnote 4 in this Form 4/A. The omission of such footnote caused subsequent footnotes in the original Form 4 to be numbered incorrectly. This Form 4/A is being filed solely to correct these clerical errors, and no other changes are being made to the original Form 4.
Acuitas Group Holdings , LLC, Terren S. Peizer , Chairman /s/ Terren S. Peizer 05/14/2021
/s/ Terren S. Peizer 05/14/2021
** 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 4 (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.