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Filing Details

Accession Number:: 0001104659-21-067155
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2021-05-14 21:46:36
Reporting Period:: 2021-05-11

Accepted Time:: 2021-05-14 21:46:36
Original Submission Date:: 2021-05-11
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1136174	Ontrak Inc.	OTRK	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
904534	S Terren Peizer	2120 Colorado Avenue, #230 Santa Monica CA 90404	Executive Chairman	Yes	Yes	Yes	No
1797168	Acuitas Group Holdings, Llc	2120 Colorado Avenue, #230 Santa Monica CA 90404		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-05-10	498,927	$4.80	9,710,512	No	4	X	Indirect	By Acuitas
Common Stock	Disposition	2021-05-11	1,099	$28.71	9,709,413	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-11	3,401	$29.47	9,706,012	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-11	2,089	$30.58	9,703,923	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-11	2,700	$31.63	9,701,223	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-11	1,711	$32.22	9,699,512	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-12	6,500	$31.27	9,693,012	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-12	4,500	$31.96	9,688,512	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-13	6,629	$29.92	9,681,883	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-13	1,271	$31.07	9,680,612	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-13	3,100	$31.93	9,677,512	No	4	S	Indirect	By Acuitas

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants to Purchase	Disposition	2021-05-10	498,927	$0.00	498,927	$4.80

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2016-08-15	2021-08-15	No	4	X	Indirect

Footnotes

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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.