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^*

Sherman Michael Edward

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2022

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

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)	$0.6511	08/29/2022		A		61,040		⁽¹⁾	12/19/2027⁽³⁾	Ontrak, Inc. Common Stock	61,040	⁽²⁾	61,040	D
Option (right to buy)	$7.5	08/29/2022		D			61,040	⁽¹⁾	12/19/2022	Ontrak, Inc. Common Stock	61,040	⁽²⁾	0	D
Option (right to buy)	$0.6511	08/29/2022		A		37,794		⁽¹⁾	12/19/2027⁽³⁾	Ontrak, Inc. Common Stock	37,794	⁽²⁾	37,794	D
Option (right to buy)	$7.5	08/29/2022		D			37,794	⁽¹⁾	12/19/2022	Ontrak, Inc. Common Stock	37,794	⁽²⁾	0	D
Option (right to buy)	$0.6511	08/29/2022		A		16,630		⁽¹⁾	02/12/2025	Ontrak, Inc. Common Stock	16,630	⁽²⁾	16,630	D
Option (right to buy)	$16.01	08/29/2022		D			16,630	⁽¹⁾	02/12/2025	Ontrak, Inc. Common Stock	16,630	⁽²⁾	0	D
Option (right to buy)	$0.6511	08/29/2022		A		5,010		⁽¹⁾	02/11/2026	Ontrak, Inc. Common Stock	5,010	⁽²⁾	5,010	D
Option (right to buy)	$86.57	08/29/2022		D			5,010	⁽¹⁾	02/11/2026	Ontrak, Inc. Common Stock	5,010	⁽²⁾	0	D
Option (right to buy)	$0.6511	08/29/2022		A		56,299		⁽¹⁾	01/03/2027	Ontrak, Inc. Common Stock	56,299	⁽²⁾	56,299	D
Option (right to buy)	$8.72	08/29/2022		D			56,299	⁽¹⁾	01/03/2027	Ontrak, Inc. Common Stock	56,299	⁽²⁾	0	D

Explanation of Responses:

1. At the 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting") of Ontrak, Inc. (the "Company") held on August 29, 2022, the Company's stockholders approved a director retention plan (the "Director Retention Plan"). Under the terms of the Director Retention Plan, all stock options previously granted to the reporting person were repriced (collectively, the "Repriced Options"), to the extent the Repriced Options were vested as of the 2022 Annual Meeting, such portion of the Repriced Options became entirely unvested as of the 2022 Annual Meeting, and 100% of all the Repriced Options will vest on the earlier of the 2023 Annual Meeting of Stockholders of the Company or one year from the date of the 2022 Annual Meeting, subject to the reporting person's continued service on the Board of Directors of the Company. Vesting accelerates upon a change in control of the Company or the reporting person being removed from serving as a member of the board of directors by Company stockholders ot

2. The reporting person agreed to the repricing of all the Repriced Options.

3. In accordance with the Director Retention Plan, the expiration date of this Repriced Option was extended to December 19, 2027.

	/s/ Michael Sherman	08/31/2022
	** 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).
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SEC Form 4 filed by Sherman Michael Edward