SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Park James J

(Last)

(First)

(Middle)

2200 PASEO VERDE PARKWAY, SUITE 280

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

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)
CFO, Principal ACCG Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$0.41	05/19/2023		A		35,000		⁽¹⁾	12/02/2029	Common Stock	35,000	⁽²⁾	35,000	D
Option (right to buy)	$1.74	05/19/2023		D			35,000	⁽¹⁾	12/02/2029	Common Stock	35,000	⁽²⁾	0	D
Option (right to buy)	$0.41	05/19/2023		A		65,000		⁽³⁾	02/12/2030	Common Stock	65,000	⁽²⁾	65,000	D
Option (right to buy)	$1.74	05/19/2023		D			65,000	⁽³⁾	02/12/2030	Common Stock	65,000	⁽²⁾	0	D
Option (right to buy)	$0.41	05/19/2023		A		27,750		⁽⁴⁾	04/12/2029	Common Stock	27,750	⁽²⁾	27,750	D
Option (right to buy)	$1.73	05/19/2023		D			27,750	⁽⁴⁾	04/12/2029	Common Stock	27,750	⁽²⁾	0	D

Explanation of Responses:

1. 8,750 of these shares vested on September 16, 2020 and the remaining shares vest equally over the following 36 months, such that all shares shall be vested on September 16, 2023. There was no change to the vesting schedule in connection with the repricing transaction on May 19, 2023.

2. The reporting person agreed to the repricing of options orignally granted to him on December 2, 2019, February 12, 2020 and April 12, 2022.

3. 16,250 of these shares vested on September 16, 2020 and the remaining shares vest equally over the following 36 months, such that all options shall be vested on September 16, 2023. There was no change to the vesting schedule in connection with the repricing transaction on May 19, 2023.

4. 6,938 of these shares vested on April 12, 2023 and the remaining shares vest equally each quarter thereafter over the following three years, such that all shares shall be vested on April 12, 2026. There was no change to the vesting schedule in connection with the repricing transaction.

	/s/ James Park	05/23/2023
	** Signature of Reporting Person	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).
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.

SEC Form 4 filed by Park James J