X0306 4 2017-04-28 0001136174 CATASYS, INC. CATS 0000904534 PEIZER TERREN S 11601 WILSHIRE BLVD #1100 LOS ANGELES CA 90025 1 1 1 Chairman & CEO Common Stock, par value $0.0001 2017-04-28 4 P 0 181154 4.80 A 6574196 I By Acuitas Group Holdings, LLC Common Stock, par value $0.0001 2017-04-28 4 C 0 2385111 1.80 A 8959307 I By Crede CG III, Ltd. Common Stock, par value $0.0001 2017-04-28 4 A 0 233735 4.80 A 9193042 D These securities were purchased by Acuitas Group Holdings, LLC ("Acuitas") in connection with a public offering by the issuer pursuant to a Registration Statement on Form S-1 (Registration No. 333-216007). The reporting person is the Managing Director of Acuitas and may be deemed to beneficially own or control the securities. The reporting person disclaims beneficial ownership of any such securities. In July 2015, Catasys, Inc., a Delaware corporation (the "Company") entered into a $3.56 million, 12% Original Issue Discount Convertible Debenture due January 18, 2016 (the "July 2015 Convertible Debenture") with Crede CG III, Ltd. ("Crede"). On April 28, 2017, Crede converted $4,293,198.01 principal amount of the July 2015 Convertible Debenture into 2,385,111 shares of the Company's common stock at the applicable conversion price. The reporting person is the Managing Director of Crede and may be deemed to beneficially own or control the securities. The reporting person disclaims beneficial ownership of any such securities. Terren Peizer deferred part of his salary in the amount of $1.1 million for the 2016 and 2015 years. On April 28, 2017, the Company issued 233,734 shares to Mr. Peizer as payment of such deferred salary. /s/ Terren S. Peizer 2017-05-02