Sec Form 3 Filing - Park James J @ Ontrak, Inc. - 2021-08-10

FORM 3 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 Park James J 2. Issuer Name and Ticker or Trading Symbol Ontrak, Inc. [ OTRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer/Principal Accounting Officer (Last) (First) (Middle) 2120 COLORADO AVE., SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2021 (Street) SANTA MONICA, CA90404 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 ( 1 ) 3,200 D Common Stock ( 1 ) 273.2 ( 2 ) I by 401(k) Plan

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 Option (right to buy) ( 1 ) ( 3 ) $ 15.55 09/16/2020( 4 ) 12/02/2029 Ontrak, Inc. Common Stock 35,000 D Option (right to buy) ( 1 ) ( 3 ) $ 16.01 09/16/2020( 5 ) 02/12/2030 Ontrak, Inc. Common Stock 65,000 D Restricted Stock Unit ( 1 ) ( 6 ) ( 7 ) ( 8 ) Ontrak, Inc. Common Stock 2,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Park James J 2120 COLORADO AVE., SUITE 230 SANTA MONICA, CA90404 Chief Accounting Officer Principal Accounting Officer Signatures /s/ James Park 08/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 10, 2021, Mr. Park was appointed as the Principal Accounting Officer of the Company. ( 2 )As of August 16, 2021, Mr. Park has acquired 273.2 shares of the Company's common stock under the Company's 401(k) plan. ( 3 )On September 16, 2019, Mr. Park joined the Company as Chief Accounting Officer. These options were granted to Mr. Park for his services as Chief Accounting Officer of the Company. ( 4 )Stock options were granted on December 2, 2019, with 25% vested on September 16, 2020 and the remaining vesting equally over the next 36 months. ( 5 )Stock options were granted on February 12, 2020, with 25% vested on September 16, 2020 and the remaining vesting equally over the next 36 months. ( 6 )Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. ( 7 )On June 14, 2021, Mr. Park was granted 2,000 RSU's, subject to Mr. Park's continued employment with the Company. The RSU's vest over five years as follows: 40% shall vest on the second anniversary of the grant date and 20% shall vest on the third, fourth and fifth anniversaries of the grant date subject to Mr. Park's continued employment. ( 8 )No expiration date for this type of award

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