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Filing Details

Accession Number:: 0001437749-12-004028
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-04-20 17:11:32
Reporting Period:: 2011-12-08

Filing Date:: 2012-04-20
Accepted Time:: 2012-04-20 17:11:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1136174	Catasys Inc.	CATS	Services-Misc Health & Allied Services, Nec (8090)	880464853

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
904534	S Terren Peizer	11150 Santa Monica Blvd. # 1500 Los Angeles CA 90025	Chairman & Ceo	Yes	Yes	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, Par Value $0.0001 Per Share	Acquisiton	2011-12-27	4,946,495	$0.00	10,122,643	No	4	C	Indirect	By Socius Capital Group, LLC
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2011-12-27	553,290	$0.00	10,675,933	No	4	P	Indirect	By Socius Capital Group, LLC
Common Stock, Par Value $0.0001 Per Shares	Disposition	2011-12-28	393,334	$0.00	10,282,599	No	4	S	Indirect	By Socius Capital Group, LLC
Common Stock, Par Value $0.0001 Per Shares	Acquisiton	2012-04-17	10,965,050	$0.00	21,247,649	No	4	P	Indirect	By Socius Capital Group, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Socius Capital Group, LLC
No	4	P	Indirect	By Socius Capital Group, LLC
No	4	S	Indirect	By Socius Capital Group, LLC
No	4	P	Indirect	By Socius Capital Group, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Secured Convertible Promissory Note	Acquisiton	2011-12-08	0	$45,000.00	173,077	$0.26
Common Stock	Secured Convertible Promissory Note	Disposition	2011-12-27	4,807,694	$0.00	4,807,694	$0.26
Common Stock	Secured Convertible Promissory Note	Acquisiton	2012-02-22	0	$975,000.00	3,250,000	$0.30
Common Stock	Warrant to purchase	Acquisiton	2011-12-08	173,077	$0.00	173,077	$0.32
Common Stock	Warrant to purchase	Acquisiton	2011-12-27	0	$0.00	3,525,639	$0.32
Common Stock	Warrant to purchase	Acquisiton	2011-12-27	553,290	$0.00	553,290	$0.30
Common Stock	Warrant to purchase	Acquisiton	2011-12-28	393,334	$0.00	393,334	$0.30
Common Stock	Warrant to purchase	Acquisiton	2012-02-22	3,250,000	$0.00	3,250,000	$0.30
Common Stock	Warrant to purchase	Acquisiton	2012-04-17	10,965,050	$0.00	10,965,050	$0.16

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,807,694	2012-01-03	No	4	P	Indirect
0	2016-08-17	No	4	C	Indirect
3,250,000	2012-04-15	No	4	P	Indirect
4,807,694	2016-08-17	No	4	P	Indirect
8,333,333	2016-08-17	No	4	C	Indirect
8,886,623	2016-12-27	No	4	P	Indirect
8,493,289	2016-12-27	No	4	S	Indirect
3,250,000	2017-02-22	No	4	P	Indirect
14,215,050	2017-04-17	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Shares	327,500	Indirect	By Reserva Capital, LLC
Common Stock, Par Value $0.0001 Per Shares	567,916	Indirect	By Bonmore, LLC

Footnotes

Socius Capital Group, LLC ("Socius") acquired the 4,946,495 shares of common stock of Catasys, Inc. (the "Company"), par value, $0.0001 per share (the "Common Stock") through the conversion of a senior secured convertible note, which was originally purchased on August 17, 2011 and subsequently amended on November 2, 2011, November 15, 2011, November 30, 2011 and December 8, 2011 (the "Senior Secured Convertible Note"). The Senior Secured Convertible Note converted to the Company's common stock, par value $0.0001 per share (the "Common Stock") on December 27, 2011, including $1,250,000 in principal and $36,089 in accrued interest.
On December 27, 2011, Socius purchased 553,290 shares of the Common Stock and a warrant to purchase 553,290 shares of Common Stock pursuant to a Securities Purchase Agreement between Socius and the Company. Each unit was sold at $0.30 per share.
On December 28, 2011, Socius sold 393,334 shares of Common Stock and a warrant to purchase 393,334 shares of Common Stock at a price of $0.30 per unit.
On April 17, 2012, Socius purchased 10,965,050 shares of Common Stock and a warrant to purchase 10,965,050 shares of Common Stock at a price of $0.16 per unit.
The Senior Secured Note and the warrant (the "Socius Warrant") were originally purchased on August 17, 2011 and subsequently amended and restated on November 2, 2011, November 15, 2011, November 30, 2011, and December 8, 2011. The Senior Secured Convertible Note, as amended and restated, and any accrued interest are convertible at the holder's option into common stock or securities issued in the next financing the issuer enters into in an amount of at least $2,000,000 (a "Qualified Financing"). The conversion price for the secured convertible promissory note is equal to the lower of (i) $0.26 per share of common stock; and (ii) the lowest price per share of common stock into which any security is convertible in any Qualified Financing. On December 27, 2011, the Senior Secured Note converted into 4,946,495 shares of Common Stock.
Exercisable at any time prior to expiration.
On February 22, 2012, Socius entered into a Securities Purchase Agreement with the Company pursuant to which the Company issued a secured convertible promissory note (the "February Note") and warrant. The February Note and any accrued interest are convertible at the holder's option into Common Stock equal to the amount converted divided by $0.30 per share of Common Stock. On April 11, 2012, the February Note was subsequently amended and restated to increase the amount of the February Note and the number of warrants underlying the February Note.
The Socius Warrant was amended and restated due to the occurrence of a qualified financing transaction that resulted in an automatic increase, pursuant to the terms of such warrant, in the number of shares for which such warrant was exercisable. After giving effect to such automatic increase, the amended and restated warrant is now exercisable for 8,333,333 shares of Common Stock at $0.32 per share (rather than the previous 4,807,694 shares of Common Stock at $0.32 per share).
The reporting person is the Managing Director of Socius Capital Group, LLC, Reserva Capital Group, LLC and Bonmore, LLC, and may be deemed to beneficially own or control the securities. Mr. Peizer disclaims beneficial ownership of any such securities.