Sec Form 4 Filing - PEIZER TERREN S @ CATASYS, INC. - 2015-07-30

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) 11601 WILSHIRE BLVD #1100 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2015 (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

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 12% Convertible Debenture ( 1 ) $ 1.9 07/30/2015 P 07/30/2015 ( 1 ) Common Stock 1,870,016 $ 1.9 1,870,016 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 1 ) $ 1.9 07/30/2015 P 935,008 07/30/2015 07/30/2020 Common Stock 935,008 ( 3 ) 935,008 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 4 ) ( 5 ) $ 0.47 03/30/2016 P 450,000 03/30/2016 03/30/2021 Common Stock 450,000 ( 7 ) 450,000 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 4 ) ( 6 ) $ 0.47 04/27/2016 P 200,000 04/27/2016 04/27/2021 Common Stock 200,000 ( 7 ) 200,000 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 4 ) $ 0.33 05/24/2016 P 306,818 05/24/2016 05/24/2021 Common Stock 306,818 ( 7 ) 306,818 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 4 ) $ 0.33 06/02/2016 P 174,242 06/02/2016 06/02/2021 Common Stock 174,242 ( 7 ) 174,242 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 4 ) $ 0.33 06/22/2016 P 189,394 06/22/2016 06/22/2021 Common Stock 189,394 ( 7 ) 189,394 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 4 ) $ 0.33 07/05/2016 P 318,182 07/05/2016 07/05/2021 Common Stock 318,182 ( 7 ) 318,182 I By Acuitas Group Holdings, LLC ( 2 ) Warrant to purchase ( 4 ) $ 0.33 07/21/2016 P 113,636 07/21/2016 07/21/2021 Common Stock 113,636 ( 7 ) 113,636 I By Acuitas Group Holdings, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEIZER TERREN S 11601 WILSHIRE BLVD #1100 LOS ANGELES, CA90025 X X Chairman & CEO Signatures /s/ Terren S. Peizer 08/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to its terms, as of June 30, 2016, the principal amount under the 12% Convertible Debenture was adjusted to $3,887,519.83 and on September 17, 2015, the conversion price was adjusted to $0.30, resulting in 12,958,399 shares of common stock to be issued upon conversion of the 12% Convertible Debenture. The Maturity date of the 12% Convertible Debenture was extended on October 16, 2015 from January 18, 2016 to January 18, 2017. On September 17, 2015, the exercise price of the warrants was adjusted to $0.30 per share pursuant to a price protection provision included in the warrants. ( 2 )The reporting person is the Managing Director and 100% owner of Acuitas Group Holdings, LLC, and may be deemed to beneficially own or control the securities. The reporting person disclaims beneficial ownership of any such securities. ( 3 )The warrants were issued by the Issuer in connection with the execution of the 12% Convertible Debenture (as amended from time to time). ( 4 )The exercise price and the number of shares issuable upon exercise of the warrants are subject to potential future adjustment pursuant to the full-ratchet anti-dilution provisions included in the warrant. As of August 15, 2016, the exercise price of the warrants was increased to $1.10 per share. ( 5 )Subsequent to the issuance date, the exercise price of these warrants was decreased to $0.33 (and on August 15, 2016, increased to $1.10) and the number of shares of common stock issuable thereunder was increase to 640,909. ( 6 )Subsequent to the issuance date, the exercise price of these warrants was decreased to $0.33 (and on August 15, 2016, increased to $1.10) and the number of shares of common stock issuable thereunder was increase to 284,848. ( 7 )The warrants were issued by the Issuer in connection with the execution of promissory notes (as amended and restated from time to time).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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