FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Park James J
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/10/2021 

3. Issuer Name and Ticker or Trading Symbol

Ontrak, Inc. [OTRK]
(Last)        (First)        (Middle)

2120 COLORADO AVE., SUITE 230
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Accounting Officer / Principal Accounting Officer
(Street)

SANTA MONICA, CA 90404      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1)3200 D  
Common Stock (1)273.20 (2)I by 401(k) Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (right to buy) (1)(3)9/16/2020 (4)12/2/2029 Ontrak, Inc. Common Stock 35000 $15.55 D  
Option (right to buy) (1)(3)9/16/2020 (5)2/12/2030 Ontrak, Inc. Common Stock 65000 $16.01 D  
Restricted Stock Unit (1) (7) (8)Ontrak, Inc. Common Stock 2000  (6)D  

Explanation of Responses:
(1) On August 10, 2021, Mr. Park was appointed as the Principal Accounting Officer of the Company.
(2) As of August 16, 2021, Mr. Park has acquired 273.2 shares of the Company's common stock under the Company's 401(k) plan.
(3) On September 16, 2019, Mr. Park joined the Company as Chief Accounting Officer. These options were granted to Mr. Park for his services as Chief Accounting Officer of the Company.
(4) Stock options were granted on December 2, 2019, with 25% vested on September 16, 2020 and the remaining vesting equally over the next 36 months.
(5) Stock options were granted on February 12, 2020, with 25% vested on September 16, 2020 and the remaining vesting equally over the next 36 months.
(6) Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting.
(7) On June 14, 2021, Mr. Park was granted 2,000 RSU's, subject to Mr. Park's continued employment with the Company. The RSU's vest over five years as follows: 40% shall vest on the second anniversary of the grant date and 20% shall vest on the third, fourth and fifth anniversaries of the grant date subject to Mr. Park's continued employment.
(8) No expiration date for this type of award

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Park James J
2120 COLORADO AVE., SUITE 230
SANTA MONICA, CA 90404


Chief Accounting OfficerPrincipal Accounting Officer

Signatures
/s/ James Park8/20/2021
**Signature of Reporting PersonDate

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