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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Ontrak, Inc. [ OTRK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/11/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(2) | I | By Acuitas | ||
Common Stock(1) | 05/11/2021 | S | 1,099(3) | D | $28.711(4) | 9,709,413 | I | By Acuitas | ||
Common Stock(1) | 05/11/2021 | S | 3,401(3) | D | $29.4705(5) | 9,706,012 | I | By Acuitas | ||
Common Stock(1) | 05/11/2021 | S | 2,089(3) | D | $30.5848(6) | 9,703,923 | I | By Acuitas | ||
Common Stock(1) | 05/11/2021 | S | 2,700(3) | D | $31.6293(7) | 9,701,223 | I | By Acuitas | ||
Common Stock(1) | 05/11/2021 | S | 1,711(3) | D | $32.218(8) | 9,699,512 | I | By Acuitas | ||
Common Stock(1) | 05/12/2021 | S | 6,500(3) | D | $31.2745(9) | 9,693,012 | I | By Acuitas | ||
Common Stock(1) | 05/12/2021 | S | 4,500(3) | D | $31.9578(10) | 9,688,512 | I | By Acuitas | ||
Common Stock(1) | 05/13/2021 | S | 6,629(3) | D | $29.9244(11) | 9,681,883 | I | By Acuitas | ||
Common Stock(1) | 05/13/2021 | S | 1,271(3) | D | $31.0727(12) | 9,680,612 | I | By Acuitas | ||
Common Stock(1) | 05/13/2021 | S | 3,100(3) | D | $31.9317(13) | 9,677,512 | I | By Acuitas |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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)(3) | 08/15/2016 | 08/15/2021 | Common Stock | 498,927(2)(3) | $0 | 0 | I | By Acuitas |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. 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. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
9. 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. |
10. 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. |
11. 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. |
12. 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. |
13. 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. |
Acuitas Group Holdings , LLC, Terren S. Peizer , Chairman /s/ Terren S. Peizer | 05/13/2021 | |
/s/ Terren S. Peizer | 05/13/2021 | |
** 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. |