Sec Form 4 Filing - PEIZER TERREN S @ Ontrak, Inc. - 2021-08-11

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 Ontrak, Inc. [ OTRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 2120 COLORADO AVENUE, #230 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2021 (Street) SANTA MONICA, CA90404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 ( 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) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEIZER TERREN S 2120 COLORADO AVENUE, #230 SANTA MONICA, CA90404 X X Executive Chairman Acuitas Group Holdings, LLC 2120 COLORADO AVENUE, #230 SANTA MONICA, CA90404 X Signatures /s/ Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman 08/13/2021 Signature of Reporting Person Date /s/ Terren S. Peizer 08/13/2021 Signature of Reporting Person Date

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.

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).

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