Sec Form 4 Filing - PEIZER TERREN S @ CATASYS, INC. - 2017-04-28

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 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) 04/28/2017 (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 Common Stock, par value $0.0001 04/28/2017 P( 1 ) 181,154 A $ 4.8 6,574,196 I By Acuitas Group Holdings, LLC ( 2 ) Common Stock, par value $0.0001 ( 3 ) 04/28/2017 C( 3 ) 2,385,111 A $ 1.8 8,959,307 I By Crede CG III, Ltd. ( 4 ) Common Stock, par value $0.0001 ( 5 ) 04/28/2017 A( 5 ) 233,735 A $ 4.8 9,193,042 D

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

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 05/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were purchased by Acuitas Group Holdings, LLC ("Acuitas") in connection with a public offering by the issuer pursuant to a Registration Statement on Form S-1 (Registration No. 333-216007). ( 2 )The reporting person is the Managing Director of Acuitas and may be deemed to beneficially own or control the securities. The reporting person disclaims beneficial ownership of any such securities. ( 3 )In July 2015, Catasys, Inc., a Delaware corporation (the "Company") entered into a $3.56 million, 12% Original Issue Discount Convertible Debenture due January 18, 2016 (the "July 2015 Convertible Debenture") with Crede CG III, Ltd. ("Crede"). On April 28, 2017, Crede converted $4,293,198.01 principal amount of the July 2015 Convertible Debenture into 2,385,111 shares of the Company's common stock at the applicable conversion price. ( 4 )The reporting person is the Managing Director of Crede and may be deemed to beneficially own or control the securities. The reporting person disclaims beneficial ownership of any such securities. ( 5 )Terren Peizer deferred part of his salary in the amount of $1.1 million for the 2016 and 2015 years. On April 28, 2017, the Company issued 233,734 shares to Mr. Peizer as payment of such deferred salary.

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.