Sec Form 4 Filing - PEIZER TERREN S @ Ontrak, Inc. - 2022-08-29

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) 2001 WILSHIRE BLVD., STE 330 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) SANTA MONICA, CA90403 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 ) 08/29/2022( 2 ) ( 2 ) A 739,645 A 9,853,800 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 08/29/2022( 3 ) A 591,716 ( 3 ) 08/29/2027 Common Stock 591,716 ( 3 ) 591,716 I By Acuitas

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEIZER TERREN S 2001 WILSHIRE BLVD., STE 330 SANTA MONICA, CA90403 X X Executive Chairman Acuitas Group Holdings, LLC 2001 WILSHIRE BLVD., STE 330 SANTA MONICA, CA90403 X Signatures /s/ Acuitas Group Holdings, LLC by Terren S. Peizer 08/31/2022 Signature of Reporting Person Date /s/ Terren S. Peizer 08/31/2022 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. ( 2 )On April 15, 2022, 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 (the "Keep Well Agreement"). Under the terms of the Keep Well Agreement, subject to conditions specified therein, including the issuer obtaining the stockholder approval described in the following sentence, the issuer agreed to issue 739,645 shares of the issuer's common stock (the "Commitment Shares") to Acuitas Capital (or an entity affiliated with Acuitas Capital, as designated by Acuitas Capital). Under the terms of the Keep Well Agreement, the issuer shall not issue any of Commitment Shares, and Acuitas Capital had no right to receive any Commitment Shares, unless and until the issuer obtained stockholder approval as required by, and in accordance with, the applicable Nasdaq listing rules for the issuance of the Commitment Shares. Such stockholder approval was obtained on August 29, 2022. ( 3 )On July 15, 2022, pursuant to the Keep Well Agreement, the issuer issued and sold a senior secured note in the principal amount of $5,000,000 to Acuitas Capital. Under the terms of the Keep Well Agreement, in connection with the issuance and sale of that note, subject to the issuer obtaining the stockholder approval described in the following sentence, the issuer agreed to issue this warrant to Acuitas Capital (or an entity affiliated with Acuitas Capital, as designated by Acuitas Capital) (this "Warrant"). Under the terms of the Keep Well Agreement, the issuer shall not issue any warrant, and Acuitas Capital had no right to receive any warrant, unless and until the issuer obtained stockholder approval as required by, and in accordance with, the applicable Nasdaq listing rules for the issuance of the warrant. Such stockholder approval was obtained at the issuer's annual meeting of stockholders held on August 29, 2022 and this Warrant was issued on that date.

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).

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