4/A//SEC Filing
Messina James M. 4/A
Accession 0001593968-23-001531
CIK 0001136174other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 4:43 PM ET
Size
9.4 KB
Accession
0001593968-23-001531
Insider Transaction Report
Form 4/AAmended
Ontrak, Inc.OTRK
Messina James M.
Director
Transactions
- Award
Restricted Stock Unit
2022-08-29+460,759→ 460,759 total→ Ontrak, Inc. Common Stock (460,759 underlying) - Award
Option (right to buy)
2022-08-29+16,360→ 16,360 totalExercise: $0.65From: 2022-12-31Exp: 2027-08-29→ Ontrak, Inc. Common Stock (16,360 underlying)
Footnotes (4)
- [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.
Documents
Issuer
Ontrak, Inc.
CIK 0001136174
Entity typeother
Related Parties
1- filerCIK 0001944526
Filing Metadata
- Form type
- 4/A
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 4:43 PM ET
- Size
- 9.4 KB