Sec Form 4 Filing - PEIZER TERREN S @ Ontrak, Inc. - 2023-01-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) CEO and Chairman of the Board (Last) (First) (Middle) 200 DORADO BEACH DRIVE #3831 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2023 (Street) DORADO, PR00646 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 ) 02/21/2023( 2 ) A 2,038,133 A 11,891,933 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 Warrant ( 1 ) ( 3 ) $ 1.69 01/05/2023( 3 ) A 473,373 ( 3 ) 01/05/2028 Common Stock 473,373 ( 3 ) 473,373 I By Acuitas Warrant ( 1 ) ( 4 ) $ 1.69 02/21/2023( 4 ) D 591,716 ( 4 ) 08/29/2027 Common Stock 591,716 ( 4 ) 0 I By Acuitas Warrant ( 1 ) ( 4 ) $ 0.45 02/21/2023( 4 ) A 11,111,111 ( 4 ) 08/29/2027 Common Stock 11,111,111 ( 4 ) 11,111,111 I By Acuitas Warrant ( 1 ) ( 5 ) $ 1.69 02/21/2023( 5 ) D 710,059 ( 5 ) 09/07/2027 Common Stock 710,059 ( 5 ) 0 I By Acuitas Warrant ( 1 ) ( 5 ) $ 0.45 02/21/2023( 5 ) A 13,333,333 ( 5 ) 09/07/2027 Common Stock 13,333,333 ( 5 ) 13,333,333 I By Acuitas Warrant ( 1 ) ( 6 ) $ 1.69 02/21/2023( 6 ) D 473,373 ( 6 ) 01/05/2028 Common Stock 473,373 ( 6 ) 0 I By Acuitas Warrant ( 1 ) ( 6 ) $ 0.45 02/21/2023( 6 ) A 8,888,889 ( 6 ) 01/05/2028 Common Stock 8,888,889 ( 6 ) 8,888,889 I By Acuitas Senior Secured Convertible Note ( 1 ) ( 7 ) $ 0.4 02/21/2023( 7 ) A 37,500,000 ( 7 ) 06/30/2024 Common Stock 37,500,000 ( 7 ) 37,500,000 I By Acuitas

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEIZER TERREN S 200 DORADO BEACH DRIVE #3831 DORADO, PR00646 X X CEO and Chairman of the Board Acuitas Group Holdings, LLC 2001 WILSHIRE BLVD., STE 330 SANTA MONICA, CA90403 X Signatures /s/ Acuitas Group Holdings, LLC by Terren S. Peizer 02/23/2023 Signature of Reporting Person Date /s/ Terren S. Peizer 02/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is jointly filed by Terren S. 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. Acuitas Capital LLC ("Acuitas Capital"), an entity wholly owned by Acuitas, entered into a Master Note Purchase Agreement with the issuer and certain other parties dated as of April 15, 2022, which was amended by a Second Amendment to Master Note Purchase Agreement dated as of November 19, 2022, and by a Third Amendment to Master Note Purchase Agreement dated as of December 30, 2022 (the Master Note Purchase Agreement as amended to date, the "Keep Well Agreement"). ( 2 )Under the terms of the Keep Well Agreement, the issuer agreed to issue 2,038,133 shares of its common stock (the "Commitment Shares") to Acuitas Capital subject to conditions specified therein, including the issuer obtaining stockholder approval for the issuance of the Commitment Shares and an amendment to the issuer's certificate of incorporation being accepted for filing by the Delaware Secretary of State (the "Charter Amendment Acceptance"). Such stockholder approval (and the stockholder approvals described in footnotes 3 through 7, below) was obtained at the issuer's special meeting of stockholders held on February 20, 2023 (the "Special Meeting") and the Charter Amendment Acceptance occurred on February 21, 2023. ( 3 )On January 5, 2023, pursuant to the Keep Well Agreement, the issuer issued and sold a senior secured note in the principal amount of $4,000,000 to Acuitas Capital, and in connection therewith, the issuer issued this warrant to Acuitas Capital. ( 4 )Pursuant to the Keep Well Agreement, the issuer agreed to exchange warrants to purchase 591,716 shares of the issuer's common stock with an exercise price of $1.69 per share previously issued to Acuitas on August 29, 2022, for warrants to purchase 11,111,111 shares of the issuer's common stock with an exercise price of $0.45 per share, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and the Charter Amendment Acceptance occurring. ( 5 )Pursuant to the Keep Well Agreement, the issuer agreed to exchange warrants to purchase 710,059 shares of the issuer's common stock with an exercise price of $1.69 per share previously issued to Acuitas on September 7, 2022, for warrants to purchase 13,333,333 shares of the issuer's common stock with an exercise price of $0.45 per share, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and the Charter Amendment Acceptance occurring. ( 6 )Pursuant to the Keep Well Agreement, the issuer agreed to exchange warrants to purchase 473,373 shares of the issuer's common stock with an exercise price of $1.69 per share previously issued to Acuitas on January 5, 2023, for warrants to purchase 8,888,889 shares of the issuer's common stock with an exercise price of $0.45 per share, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and the Charter Amendment Acceptance occurring. ( 7 )Pursuant to the Keep Well Agreement, the issuer agreed to exchange senior secured notes in the aggregate principal amount of $15.0 million previously issued to Acuitas Capital, for senior secured convertible notes that give Acuitas Capital, at its election, the right to convert the entire principal amount of such notes, plus all accrued and unpaid interest thereon, in whole or in part, into shares of the issuer's common stock at a conversion price of $0.40, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and, the right to receive any such shares upon any such conversion, the Charter Amendment Acceptance occurring. The number of shares reported in Column 5 assumes that all accrued interest is paid in cash.

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.