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
                                                                                  
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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 *

PEIZER TERREN S		 2. Issuer Name and Ticker or Trading Symbol

Ontrak, Inc. [ OTRK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

200 DORADO BEACH DRIVE #3831		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/6/2023
(Street)

DORADO, PR 00646
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (1)(2)$0.45 3/6/2023 (2) P   8888889     (2)3/6/2028 Common Stock 8888889  (2)8888889 I By Acuitas 
Senior Secured Convertible Note (1)(3)$0.40 3/6/2023 (3) P   10000000     (3)6/30/2024 Common Stock 10000000  (3)10000000 I By Acuitas 
Explanation of Responses:
(1) This Form 4 is jointly filed by Terren S. Peizer and Acuitas Group Holdings, LLC ("Acuitas"). Mr. Peizer is the Chairman and sole member of Acuitas and, in such capacity, exercises voting and investment power over any securities held for the accounts of Acuitas.
(2) This warrant was issued to Acuitas in connection with the purchase by Acuitas Capital LLC ("Acuitas Capital"), an entity wholly owned by Acuitas, from the issuer of a senior secured convertible note in the principal amount of $4,000,000 pursuant to that certain Master Note Purchase Agreement among the issuer, Acuitas Capital and certain other parties dated as of April 15, 2022, which was amended by a Second Amendment to Master Note Purchase Agreement dated as of November 19, 2022, and by a Third Amendment to Master Note Purchase Agreement dated as of December 30, 2022 (the Master Note Purchase Agreement as amended to date, the "Keep Well Agreement").
(3) Pursuant to the Keep Well Agreement, a senior secured convertible note was issued to Acuitas Capital in the amount of $4,000,000 that gives Acuitas Capital, at its election, the right to convert the entire principal amount of such note, plus all accrued and unpaid interest thereon, in whole or in part, into shares of the issuer's common stock at a conversion price of $0.40, subject to future price adjustments. The senior secured convertible note matures on June 30, 2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PEIZER TERREN S
200 DORADO BEACH DRIVE #3831
DORADO, PR 00646
X

Acuitas Group Holdings, LLC
200 DORADO BEACH DRIVE #3831
DORADO, PR 00646
X
Signatures
Acuitas Group Holdings, LLC By: /s/ Terren S. Peizer, Chairman3/8/2023
**Signature of Reporting PersonDate

/s/ Terren S. Peizer3/8/2023
**Signature of Reporting PersonDate
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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