Sec Form 4 Filing - PEIZER TERREN S @ CATASYS, INC. - 2011-12-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PEIZER TERREN S 2. Issuer Name and Ticker or Trading Symbol CATASYS, INC. [ CATS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 11150 SANTA MONICA BLVD. # 1500 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2011 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share 12/27/2011 C( 1 ) 4,946,495 A 10,122,643 I By Socius Capital Group, LLC ( 9 ) Common Stock, par value $0.0001 per share 12/27/2011 P( 2 ) 553,290 A 10,675,933 I By Socius Capital Group, LLC ( 9 ) Common Stock, par value $0.0001 per shares 12/28/2011 S( 3 ) 393,334 D 10,282,599 I By Socius Capital Group, LLC ( 9 ) Common Stock, par value $0.0001 per shares 04/17/2012 P( 4 ) 10,965,050 A 21,247,649 I By Socius Capital Group, LLC ( 9 ) Common Stock, par value $0.0001 per shares 327,500 I By Reserva Capital, LLC ( 9 ) Common Stock, par value $0.0001 per shares 567,916 I By Bonmore, LLC ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Secured Convertible Promissory Note $ 0.26 12/08/2011 P( 5 ) 0 ( 5 ) ( 6 ) 01/03/2012 Common Stock 173,077 ( 5 ) $ 45,000 ( 5 ) 4,807,694 ( 5 ) I By Socius Capital Group, LLC ( 9 ) Secured Convertible Promissory Note $ 0.26 12/27/2011 C( 5 ) 4,807,694 ( 5 ) ( 6 ) 08/17/2016 Common Stock 4,807,694 ( 5 ) ( 5 ) 0 ( 5 ) I By Socius Capital Group, LLC ( 9 ) Secured Convertible Promissory Note $ 0.3 02/22/2012 P( 7 ) 0 ( 7 ) ( 6 ) 04/15/2012 Common Stock 3,250,000 ( 7 ) $ 975,000 ( 7 ) 3,250,000 ( 7 ) I By Socius Capital Group, LLC ( 9 ) Warrant to purchase $ 0.32 12/08/2011 P( 5 ) 173,077 ( 5 ) ( 6 ) 08/17/2016 Common Stock 173,077 ( 5 ) ( 5 ) 4,807,694 ( 5 ) I By Socius Capital Group, LLC ( 9 ) Warrant to purchase $ 0.32 12/27/2011 C( 8 ) 0 ( 8 ) ( 6 ) 08/17/2016 Common Stock 3,525,639 ( 8 ) ( 8 ) 8,333,333 ( 8 ) I By Socius Capital Group, LLC ( 9 ) Warrant to purchase $ 0.3 12/27/2011 P( 2 ) 553,290 ( 2 ) ( 6 ) 12/27/2016 Common Stock 553,290 ( 2 ) ( 2 ) 8,886,623 ( 2 ) I By Socius Capital Group, LLC ( 9 ) Warrant to purchase $ 0.3 12/28/2011 S( 3 ) 393,334 ( 3 ) ( 6 ) 12/27/2016 Common Stock 393,334 ( 3 ) ( 3 ) 8,493,289 ( 3 ) I By Socius Capital Group, LLC ( 9 ) Warrant to purchase $ 0.3 02/22/2012 P( 7 ) 3,250,000 ( 7 ) ( 6 ) 02/22/2017 Common Stock 3,250,000 ( 7 ) ( 7 ) 3,250,000 ( 7 ) I By Socius Capital Group, LLC ( 9 ) Warrant to purchase $ 0.16 04/17/2012 P( 4 ) 10,965,050 ( 4 ) ( 6 ) 04/17/2017 Common Stock 10,965,050 ( 4 ) ( 4 ) 14,215,050 ( 4 ) I By Socius Capital Group, LLC ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEIZER TERREN S 11150 SANTA MONICA BLVD. # 1500 LOS ANGELES, CA90025 X X Chairman & CEO Signatures /s/ Terren S. Peizer 04/20/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )Exercisable at any time prior to expiration. ( 7 )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. ( 8 )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). ( 9 )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.

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).

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