SEC FORM 4/A

SEC FORM 4/A 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).

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

1. Name and Address of Reporting Person^*

Messina James M.

(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)
08/31/2022

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)⁽¹⁾	$0.6511	08/29/2022		A		16,360		12/31/2022⁽²⁾	08/29/2027	Ontrak, Inc. Common Stock	16,360	$0	16,360	D
Restricted Stock Unit⁽¹⁾	⁽³⁾	08/29/2022		A		460,759		⁽⁴⁾	⁽⁴⁾	Ontrak, Inc. Common Stock	460,759	$0	460,759	D

Explanation of Responses:

1. These securities were granted to Mr. Messina upon his appointment to the Board of Directors of Ontrak, Inc. (the "Company").

2. 100% of these options shall vest on December 31, 2022. Vesting of the options will be subject to Mr. Messina's attending board meetings, unless such absence is excused by the Chairman of the Board. On July 27, 2023, the Company effected a 1-for-6 reverse stock split (the "reverse split"). After giving effect to the reverse split, the exercise price of this option is $3.9066 instead of $0.6511 and the number of shares of common stock issuable upon exercise of this option is 2,727 instead of 16,360.

3. Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon settlement of each vested RSU, or, in the complete and sole discretion of the Company, a cash payment equal to the fair market value of one share of common stock for each vested RSU. The original Form 4 filed by the reporting person on August 31, 2022 to report the acquisition of this RSU inadvertently omitted to state that each vested RSU will be settled on the earlier of (i) August 29, 2025 and (ii) a change in control of the Company. After giving effect to the reverse split, the number of shares of common stock issuable upon settlement of this RSU is 76,794 instead of 460,759.

4. The RSU's vest over three years as follows: 50% vest on the first anniversary of the grant date and 25% vest on the second and third anniversaries of the grant date, in each case, subject to Mr. Messina's continued service on the Board of Directors of the Company.

Remarks:

	/s/ James M. Messina	12/26/2023
	** 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).
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SEC Form 4 filed by Messina James M. (Amendment)