Sec Form 4 Filing - PEIZER TERREN S @ CATASYS, INC. - 2016-12-21

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) 12/21/2016 (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 Warrant to purchase ( 1 ) $ 1.1 12/15/2016 J( 1 ) 1,022,835 12/15/2016 12/15/2021 Common Stock 1,022,835 ( 1 ) 1,022,835 I By Acuitas Group Holdings, LLC ( 2 ) Convertible Debenture ( 3 ) $ 1.1 12/15/2016 J( 3 ) 2,557,088 12/15/2016 03/15/2017 Common Stock 2,557,088 ( 3 ) 2,557,088 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 12/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 15, 2016, Catasys, Inc. ("Catasys") issued to Acuitas Group Holdings, LLC ("Acuitas") a warrant exercisable for 1,022,835 shares of Catasys common stock at an exercise price of $1.10 per share (the "Warrant"), subject to potential future adjustment pursuant to the terms of the Warrant. The Warrant was issued to Acuitas concurrently and in connection with a debt financing, pursuant to which Catasys issued to Acuitas an 8% senior convertible debenture dated as of December 15, 2016 (the "Convertible Debenture") ( 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 )On December 15, 2016, Catasys issued the Convertible Debenture to Acuitas. At the option of the holder, the Convertible Debenture is convertible into 2,557,088 shares of common stock at an exercise price of $1.10 per share, subject to potential future adjustment pursuant to the terms of the Convertible Debenture.

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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