Sec Form 4 Filing - PEIZER TERREN S @ Ontrak, Inc. - 2019-12-31

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) 12/31/2019 (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 ) 12/31/2019 G 1,273 D $ 0 9,185,303 I By Socius ( 2 ) Common Stock ( 1 ) 12/31/2019 G 39,454 D $ 0 9,145,849 I By Socius ( 3 ) Common Stock ( 1 ) 12/31/2019 J 224,464 A $ 0 9,145,849 I By Acuitas ( 4 ) Common Stock ( 1 ) 01/30/2020 G 5,455 D $ 0 9,140,394 I By Crede II ( 5 ) Common Stock ( 1 ) 01/30/2020 J 1,041,616 A $ 0 9,140,394 I By Acuitas ( 6 ) Common Stock ( 1 ) 04/21/2020 G 15,000 D $ 0 9,125,394 I By Crede III ( 7 ) Common Stock ( 1 ) 04/21/2020 J 3,803,028 A $ 0 9,125,394 I By Acuitas ( 8 ) Common Stock ( 1 ) 06/05/2020 G 6,239 D $ 0 9,119,155 I By Acuitas ( 9 ) Common Stock ( 1 ) 10/06/2020 G 5,000 D $ 0 9,114,155 I By Acuitas ( 9 ) Common Stock ( 1 ) 12/14/2020 J 1,875 A $ 0 9,114,155 I By Acuitas ( 10 ) Common Stock ( 1 ) 12/14/2020 J 257,222 A $ 0 9,114,155 I By Acuitas ( 8 ) Common Stock ( 1 ) 12/14/2020 J 86,267 A $ 0 9,114,155 I By Acuitas ( 4 ) Common Stock ( 1 ) 12/14/2020 J 9,256 A $ 0 9,114,155 I By Acuitas ( 11 ) Common Stock ( 1 ) 12/14/2020 J 1 A $ 0 9,114,155 I By Acuitas ( 12 ) Common Stock ( 1 ) 05/10/2021 X 187,002 A $ 1.8 9,301,157 I By Acuitas Common Stock ( 1 ) 05/10/2021 X 498,297 A $ 4.8 9,799,454 I By Acuitas Common Stock ( 1 ) 05/10/2021 S( 22 ) 10,887 D $ 30.92 9,788,567 I By Acuitas Common Stock ( 1 ) 05/10/2021 S( 22 ) 78,685 D $ 30.44 9,709,882 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 ) $ 1.8 ( 13 ) 03/29/2017 H 155,834 ( 13 ) 04/28/2017 07/30/2020 Common Stock 155,834 ( 13 ) ( 14 ) 0 I By Acuitas Warrants to Purchase ( 1 ) $ 1.8 ( 13 ) 03/29/2017 P 187,002 ( 13 ) 04/28/2017 07/30/2020 Common Stock 187,002 ( 13 ) ( 14 ) 187,002 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 1.8 ( 13 ) 07/29/2020 H 187,002 ( 13 ) 04/28/2017 07/30/2020 Common Stock 187,002 ( 13 ) ( 15 ) 0 I By Acuitas Warrants to Purchase ( 1 ) $ 1.8 ( 13 ) 07/29/2020 P 187,002 ( 13 ) 07/29/2020 08/30/2021 Common Stock 187,002 ( 13 ) ( 15 ) 187,002 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 1.98 ( 13 ) 08/15/2016 H 338,005 ( 13 ) ( 16 ) ( 16 ) Common Stock 338,005 ( 13 ) ( 16 ) 0 I By Acuitas Warrants to Purchase ( 1 ) $ 4.8 ( 13 ) 08/15/2016 P 498,927 ( 13 ) 08/15/2016 08/15/2021 Common Stock 498,927 ( 13 ) ( 16 ) 498,927 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 4.8 ( 13 ) 01/31/2017 P 196,707 ( 13 ) 01/31/2017 01/31/2022 Common Stock 196,707 ( 13 ) ( 17 ) 196,707 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 4.8 ( 13 ) 02/17/2017 P 61,765 ( 13 ) 02/17/2017 02/17/2022 Common Stock 61,765 ( 13 ) ( 18 ) 61,765 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 4.8 ( 13 ) 03/06/2017 P 49,020 ( 13 ) 03/06/2017 03/06/2022 Common Stock 49,020 ( 13 ) ( 19 ) 49,020 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 4.8 ( 13 ) 03/28/2017 P 49,020 ( 13 ) 03/28/2017 03/28/2022 Common Stock 49,020 ( 13 ) ( 20 ) 49,020 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 4.8 ( 13 ) 04/13/2017 P 36,275 ( 13 ) 04/13/2017 04/13/2022 Common Stock 36,275 ( 13 ) ( 21 ) 36,275 ( 13 ) I By Acuitas Warrants to Purchase ( 1 ) $ 1.8 ( 13 ) 05/10/2021 X 187,002 ( 13 ) 07/28/2020 08/30/2021 Common Stock 187,002 ( 13 ) $ 0 0 I By Acuitas Warrants to Purchase ( 1 ) $ 4.8 ( 13 ) 05/10/2021 X 498,297 ( 13 ) 08/15/2016 08/15/2021 Common Stock 498,927 ( 13 ) $ 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 Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer 05/11/2021 Signature of Reporting Person Date /s/ Terren S. Peizer 05/11/2021 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 )Represents a transfer of shares by Socius CG II, Ltd. ("Socius") to The Quell Foundation, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Socius is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Socius. ( 3 )Represents a transfer of shares by Socius to Esousa Holdings, LLC, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. ( 4 )Represents a transfer of shares by Socius to Acuitas for no consideration. ( 5 )Represents a transfer of shares by Crede CG II, Ltd. ("Crede II") to Gabrielle's Angel Foundation, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Crede II is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the account of Crede II. ( 6 )Represents a transfer of shares by Crede II to Acuitas for no consideration. ( 7 )Represents a transfer of shares by Crede CG III, Ltd. ("Crede III") to The Giving Back Fund, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Mr. Peizer is the Managing Director of Crede III and, in such capacity, exercises voting and investment power over any securities held for the accounts of Crede III. ( 8 )Represents a transfer of shares by Crede III to Acuitas for no consideration. ( 9 )Represents a transfer of shares by Acuitas to Brianna Bell, an individual unaffiliated with Mr. Peizer and Acuitas, for no consideration. ( 10 )Represents a transfer of shares by Reserva Capital, LLC ("Reserva") to Acuitas for no consideration. Reserva is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Reserva. ( 11 )Represents a transfer of shares by Bonmore Capital LLC ("Bonmore") to Acuitas for no consideration. Bonmore is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Bonmore. ( 12 )Represents the transfer of a share by Peizer, Ltd. to Acuitas for no consideration. Peizer, Ltd. is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Peizer, Ltd. ( 13 )After giving effect to a 1:6 reverse stock split conducted by the issuer in April 25, 2017. ( 14 )On March 29, 2017, Acuitas and the issuer amended an outstanding warrant exercisable for 935,008 shares of the issuer's common stock, to increase the number of shares issuable thereunder by 187,002 shares, effective upon the closing of a public offering of the issuer's common stock (which offering closed on April 28, 2017). The amendment is reported above as the cancellation of the old warrant and the acquisition of the new one. ( 15 )On July 29, 2020, the warrant was amended to extend the expiration date from July 30, 2020 to August 30, 2021. The amendment is reported above as the cancellation of the old warrant and the acquisition of the new one. ( 16 )On August 15, 2016, Acuitas and the issuer agreed to exchange certain outstanding warrants to purchase an aggregate of 2,028,029 shares of the issuer's common stock, at an exercise price of $0.33 per share, for a new warrant exercisable for 2,993,561 shares of the issuer's common stock, at an exercise price of $1.10 per share. The new warrant was in the form substantially identical to the form of the old warrants. The warrant exchange occurred in connection with the exchange of certain notes previously issued by the issuer to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share. ( 17 )On January 31, 2017, the issuer issued to Acuitas warrants exercisable for an aggregate of 1,180,234 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrants. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrants was subsequently adjusted to $0.80 per share. ( 18 )On February 17, 2017, the issuer issued to Acuitas a warrant exercisable for 370,588 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrants was subsequently adjusted to $0.80 per share. ( 19 )On March 6, 2017, the issuer issued to Acuitas a warrant exercisable for 294,118 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share. ( 20 )On March 28, 2017, the issuer issued to Acuitas a warrant exercisable for 294,118 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share. ( 21 )On April 13, 2017, the issuer issued to Acuitas a warrant exercisable for 217,647 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share. ( 22 )On May 10, 2021, Acuitas exercised (i) a warrant to purchase 187,002 shares of the issuer's common stock for $1.80 per share and (ii) a warrant to purchase 498,297 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 an aggregate of warrant shares to pay the applicable exercise prices and issuing to Acuitas the remaining 89,572 shares in the aggregate.

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