Track (TRCK) Form 4 Track / Ray O Johnson ownership change

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

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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^*

Johnson Ray O

(Last) (First) (Middle)

C/O TRACK GROUP, INC.

200 E 5TH AVE, UNIT 100

(Street)

NAPERVILLE IL 60563

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Track Group, Inc. [ TRCK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2017

4. 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 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

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
Options	$7.2	11/30/2017		D			5,882	10/01/2016	09/30/2021	Common Stock	5,882	(1)	0	D
Options	$1.24	11/30/2017		A		5,882		10/01/2016	09/30/2021	Common Stock	5,882	(1)	5,882	D
Options	$4.5	11/30/2017		D			9,191	01/01/2017	12/31/2021	Common Stock	9,191	(1)	9,191	D
Options	$1.24	11/30/2017		A		9,191		01/01/2017	12/31/2021	Common Stock	9,191	(1)	9,191	D
Options	$2.05	11/30/2017		D			12,195	04/01/2017	03/31/2022	Common Stock	12,195	(1)	0	D
Options	$1.24	11/30/2017		A		12,195		04/01/2017	03/31/2022	Common Stock	12,195	(1)	12,195	D

Explanation of Responses:

1. The reported transactions involved the modification of certain outstanding options, resulting in the deemed cancellation of the "old" options and the grant of replacement options with a reduced exercise price of $1.24 per share, which modifications were approved in advance by the Issuer's Board of Directors on November 30, 2017. The cancellation and subsequent grant were both exempt from Section 16(b) pursuant to Rule 16b-3(e) and Rule 16b-3(d), respectively.

	/s/ Ray Johnson	04/12/2018
	** Signature of Reporting Person	Date
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