CATS Catasys Inc

* See Instructions

* See Instructions

* See Instructions

* See Instructions

This Amendment No. 16 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “ SEC ”) on November 26, 2010, as amended by (i) Amendment No. 1 thereto, filed with the SEC on October 21, 2011, (ii) Amendment No. 2 thereto, filed with the SEC on November 3, 2011, (iii) Amendment No. 3 thereto, filed with the SEC on November 17, 2011, (iv) Amendment No. 4 thereto, filed with the SEC on December 12, 2011, (v) Amendment No. 5 thereto, filed with the SEC on February 2, 2012, (vi) Amendment No. 6 thereto, filed with the SEC on April 23, 2012, (vii) Amendment No. 7 thereto, filed with the SEC on September 20, 2012, (viii) Amendment No. 8 thereto, filed with the SEC on December 10, 2012, (ix) Amendment No. 9 thereto, filed with the SEC on April 16, 2013, (x) Amendment No. 10 thereto, filed with the SEC on October 17, 2013, (xi) Amendment No. 11 thereto, filed with the SEC on June 3, 2014, (xii) Amendment No. 12 thereto, filed with the SEC on October 26, 2015, (xiii) Amendment No. 13 thereto, filed with the SEC on January 5, 2017, (xiv) Amendment No. 14 thereto, filed with the SEC on February 7, 2018, and (xv) Amendment No. 15 thereto, filed with the SEC on April 30, 2019 (collectively, this “ Schedule 13D ”) by David E. Smith (“ Mr. Smith ”) and certain other reporting persons, with respect to the common stock, par value $0.0001 per share, of Catasys, Inc. (“ Common Stock ”), a Delaware corporation (“ Catasys ”). The filing of any amendment to this Schedule 13D shall not be construed to be an admission that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

ITEM 4.     PURPOSE OF TRANSACTION.

Item 4 of this Schedule 13D is hereby amended to add the following information:

The information set forth in Item 3 above is incorporated by reference into this Item 4.

Shamus, LLC is reporting the disposition of Common Stock in a series of transactions. The purpose of the transactions is for general investment purposes.

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:

⁽¹⁾    All calculations of percentage ownership in this Schedule 13D are based on (i) approximately 16,205,146 shares of Common Stock issued and outstanding as of April 18, 2019, as set forth in the Definitive Proxy Statement on Schedule 14A filed by Catasys with the SEC on April 22, 2019, (ii) an estimated 172,461 shares of Common Stock issuable upon exercise of all warrants held by Shamus, and (iii) an estimated 83,239 shares of Common Stock issuable upon the exercise of options granted to Mr. Smith for his service on the Board of Directors of Catasys that are exercisable or will become exercisable within 60 calendar days.

Item 6 of this Schedule 13D is hereby amended to add the following information:

The information set forth in Item 3 above is incorporated by reference into this Item 6.

Item 7 of this Schedule 13D is hereby amended to add the following information:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 21, 2019

Exhibit A

²  The price shown is a weighted average sale price for shares sold in multiple transactions. The sale prices ranged from (i) $16.11 to $17.12 on May 7, 2019, (ii) $17.12 to $17.26 on May 8, 2019, (iii) $18.14 to $18.24 on May 13, 2019, (iv) $18.31 to $18.56 on May 15, 2019, (v) $18.74 to $18.88 per share on May 17, 2019, and (vi) $18.88 to $20.43 on May 20, 2019. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.