Statement of Changes in Beneficial Ownership (4)
May 24 2023 - 5:11AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
]
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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
(MM/DD/YYYY)
5/19/2023 |
(Street)
HENDERSON, NV 89052 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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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.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) | $0.41 | 5/19/2023 | | A | | 150000 | | (1) | 3/25/2030 | Common Stock | 150000 | (2) | 150000 | D | |
Option (right to buy) | $1.74 | 5/19/2023 | | D | | | 150000 | (1) | 3/25/2030 | Common Stock | 150000 | (2) | 0 | D | |
Option (right to buy) | $0.41 | 5/19/2023 | | A | | 37000 | | (3) | 4/12/2029 | Common Stock | 37000 | (2) | 37000 | D | |
Option (right to buy) | $1.73 | 5/19/2023 | | D | | | 37000 | (3) | 4/12/2029 | Common Stock | 37000 | (2) | 0 | D | |
Explanation of Responses: |
(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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LaVerne Brandon H 2200 PASEO VERDE PARKWAY, SUITE 280 HENDERSON, NV 89052 |
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| Interim CEO, COO |
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Signatures
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/s/ Brandon LaVerne | | 5/23/2023 |
**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 control number. |
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