Messina James M. - 29 Aug 2022 Form 4 Insider Report for Ontrak, Inc. (OTRK)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OTRK	Option (right to buy)	Award	$0	+16,360		$0.000000	16,360	29 Aug 2022	Ontrak, Inc. Common Stock	16,360	$0.6511	Direct	F1, F2
transaction	OTRK	Restricted Stock Unit	Award	$0	+460,759		$0.000000	460,759	29 Aug 2022	Ontrak, Inc. Common Stock	460,759		Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	These securities were granted to Mr. Messina upon his appointment to the Board of Directors of Ontrak, Inc. (the "Company").
F2	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.
F3	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.
F4	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.