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) 08/11/2021 | ||||||||||||||||||||||||||
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) | 08/11/2021 | X | 170,473 | A | $4.8 | 9,284,628 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | X | 58,824 | A | $4.8 | 9,343,452 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | X | 137,883 | A | $4.8 | 9,481,335 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | X | 61,765 | A | $4.8 | 9,543,100 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | X | 49,020 | A | $4.8 | 9,592,120 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | X | 49,020 | A | $4.8 | 9,641,140 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | X | 36,275 | A | $4.8 | 9,677,415 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | S | 30,173(3) | D | $27.1185 | 9,647,242 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | S | 10,411(4) | D | $27.1185 | 9,636,831 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | S | 24,405(5) | D | $27.1185 | 9,612,426 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | S | 10,932(6) | D | $27.1185 | 9,601,494 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | S | 8,676(7) | D | $27.1185 | 9,592,818 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | S | 8,676(8) | D | $27.1185 | 9,584,142 | I | By Acuitas | ||
Common Stock(1) | 08/11/2021 | S | 6,420(9) | D | $27.1185 | 9,577,722 | 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(2) | 08/11/2021 | X | 170,473(2) | 12/15/2016 | 12/15/2021 | Common Stock | 170,473(2) | $0 | 0 | I | By Acuitas | |||
Warrants to Purchase(1) | $4.8(2) | 08/11/2021 | X | 58,824(2) | 01/31/2017 | 01/31/2022 | Common Stock | 58,824(2) | $0 | 0 | I | By Acuitas | |||
Warrants to Purchase(1) | $4.8(2) | 08/11/2021 | X | 137,883(2) | 01/31/2017 | 01/31/2022 | Common Stock | 137,883(2) | $0 | 0 | I | By Acuitas | |||
Warrants to Purchase(1) | $4.8(2) | 08/11/2021 | X | 61,765(2) | 02/17/2017 | 02/17/2022 | Common Stock | 61,765(2) | $0 | 0 | I | By Acuitas | |||
Warrants to Purchase(1) | $4.8(2) | 08/11/2021 | X | 49,020(2) | 03/06/2017 | 03/06/2022 | Common Stock | 49,020(2) | $0 | 0 | I | By Acuitas | |||
Warrants to Purchase(1) | $4.8(2) | 08/11/2021 | X | 49,020(2) | 03/28/2017 | 03/28/2022 | Common Stock | 49,020(2) | $0 | 0 | I | By Acuitas | |||
Warrants to Purchase(1) | $4.8(2) | 08/11/2021 | X | 36,275(2) | 04/13/2017 | 04/13/2022 | Common Stock | 36,275(2) | $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. After giving effect to a 1:6 reverse stock split conducted by the issuer on April 25, 2017. |
3. On August 11, 2021, Acuitas exercised a warrant to purchase 170,473 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 140,300 shares. |
4. On August 11, 2021, Acuitas exercised a warrant to purchase 58,824 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 48,413 shares. |
5. On August 11, 2021, Acuitas exercised a warrant to purchase 137,883 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 113,478 shares. |
6. On August 11, 2021, Acuitas exercised a warrant to purchase 61,765 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 50,833 shares. |
7. On August 11, 2021, Acuitas exercised a warrant to purchase 49,020 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 40,344 shares. |
8. On August 11, 2021, Acuitas exercised a warrant to purchase 49,020 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 40,344 shares. |
9. On August 11, 2021, Acuitas exercised a warrant to purchase 36,275 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of warrant shares to pay the applicable exercise price and issuing to Acuitas the remaining 29,855 shares. |
/s/ Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman | 08/13/2021 | |
/s/ Terren S. Peizer | 08/13/2021 | |
** 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. |