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

Role: Director
Signature: /s/ James M. Messina
Stock symbol: OTRK
Transactions as of: Aug 29, 2022
Transactions value $: $0
Form type: 4/A
Date filed: 12/26/2023, 04:43 PM
Date Of Original Report: Aug 31, 2022
Next filing: Jan 5, 2023

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	+16.4K		$0.00	16.4K	Aug 29, 2022	Ontrak, Inc. Common Stock	16.4K	$0.65	Direct	F1, F2
transaction	OTRK	Restricted Stock Unit	Award	$0	+461K		$0.00	461K	Aug 29, 2022	Ontrak, Inc. Common Stock	461K		Direct	F1, F3, F4

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

Explanation of Responses:

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. 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.
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. 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.
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.