SEC Info - LaVerne Brandon H - ‘4’ for 5/19/23 re: Ontrak, Inc.

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 OF SECURITIES

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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1. Name and Address of Reporting Person ^*

LaVerne Brandon H

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)

Interim CEO, COO

(Last)

(First)

(Middle)

2200 PASEO VERDE PARKWAY, SUITE 280

3. Date of Earliest Transaction (Month/Day/Year)
5/19/23

(Street)

HENDERSON, NV 89052

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)

Code

Amount

(A) or (D)

Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$0.41

5/19/23

150,000

⁽¹⁾

3/25/30

Common Stock

150,000

⁽²⁾

150,000

Option (right to buy)

$1.74

5/19/23

150,000

⁽¹⁾

3/25/30

Common Stock

150,000

⁽²⁾

Option (right to buy)

$0.41

5/19/23

37,000

⁽³⁾

4/12/29

Common Stock

37,000

⁽²⁾

37,000

Option (right to buy)

$1.73

5/19/23

37,000

⁽³⁾

4/12/29

Common Stock

37,000

⁽²⁾

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

LaVerne Brandon H
2200 PASEO VERDE PARKWAY, SUITE 280
HENDERSON, NV 89052

Interim CEO, COO

Signatures

/s/ Brandon LaVerne

5/23/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

50,000 of these shares vested on March 25, 2021 and the remaining shares vest equally over the following 24 months, such that all shares shall be vested on March 25, 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 originally granted to him on March 25, 2020 and April 12, 2022.

(3)

9,250 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 on May 19, 2023.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

LaVerne Brandon H – ‘4’ for 5/19/23 re: Ontrak, Inc.

On: Wednesday, 5/24/23, at 6:10am ET · For: 5/19/23 · As: Officer · Accession #: 1437749-23-15640 · File #: 1-31932

Previous ‘4’: ‘4’ on 5/15/23 for 5/11/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

LaVerne Brandon H – ‘4’ for 5/19/23 re: Ontrak, Inc.

On: Wednesday, 5/24/23, at 6:10am ET · For: 5/19/23 · As: Officer · Accession #: 1437749-23-15640 · File #: 1-31932

Previous ‘4’: ‘4’ on 5/15/23 for 5/11/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents