SEC Form 4 · accession 0001437749-16-037734

CATASYS, INC. · CATS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Terren S Peizer

Officer — Chairman & CEO · Director · 10% Owner

Period of report

Jul 30, 2015

Accepted (ET)

Aug 17, 2016 · 9:53 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001136174

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
12% Convertible Debenture^F1,F2	$1.90	Jul 30, 2015	P	—	A	Jul 30, 2015	—	Common Stock	1,870,016	1,870,016	I
Warrant to purchase^F1,F3,F2	$1.90	Jul 30, 2015	P	935,008	A	Jul 30, 2015	Jul 30, 2020	Common Stock	935,008	935,008	I
Warrant to purchase^F4,F5,F7,F2	$0.47	Mar 30, 2016	P	450,000	A	Mar 30, 2016	Mar 30, 2021	Common Stock	450,000	450,000	I
Warrant to purchase^F4,F6,F7,F2	$0.47	Apr 27, 2016	P	200,000	A	Apr 27, 2016	Apr 27, 2021	Common Stock	200,000	200,000	I
Warrant to purchase^F4,F7,F2	$0.33	May 24, 2016	P	306,818	A	May 24, 2016	May 24, 2021	Common Stock	306,818	306,818	I
Warrant to purchase^F4,F7,F2	$0.33	Jun 2, 2016	P	174,242	A	Jun 2, 2016	Jun 2, 2021	Common Stock	174,242	174,242	I
Warrant to purchase^F4,F7,F2	$0.33	Jun 22, 2016	P	189,394	A	Jun 22, 2016	Jun 22, 2021	Common Stock	189,394	189,394	I
Warrant to purchase^F4,F7,F2	$0.33	Jul 5, 2016	P	318,182	A	Jul 5, 2016	Jul 5, 2021	Common Stock	318,182	318,182	I
Warrant to purchase^F4,F7,F2	$0.33	Jul 21, 2016	P	113,636	A	Jul 21, 2016	Jul 21, 2021	Common Stock	113,636	113,636	I

Explanation of responses

F1Pursuant to its terms, as of June 30, 2016, the principal amount under the 12% Convertible Debenture was adjusted to $3,887,519.83 and on September 17, 2015, the conversion price was adjusted to $0.30, resulting in 12,958,399 shares of common stock to be issued upon conversion of the 12% Convertible Debenture. The Maturity date of the 12% Convertible Debenture was extended on October 16, 2015 from January 18, 2016 to January 18, 2017. On September 17, 2015, the exercise price of the warrants was adjusted to $0.30 per share pursuant to a price protection provision included in the warrants.
F2The reporting person is the Managing Director and 100% owner of Acuitas Group Holdings, LLC, and may be deemed to beneficially own or control the securities. The reporting person disclaims beneficial ownership of any such securities.
F3The warrants were issued by the Issuer in connection with the execution of the 12% Convertible Debenture (as amended from time to time).
F4The exercise price and the number of shares issuable upon exercise of the warrants are subject to potential future adjustment pursuant to the full-ratchet anti-dilution provisions included in the warrant. As of August 15, 2016, the exercise price of the warrants was increased to $1.10 per share.
F5Subsequent to the issuance date, the exercise price of these warrants was decreased to $0.33 (and on August 15, 2016, increased to $1.10) and the number of shares of common stock issuable thereunder was increase to 640,909.
F6Subsequent to the issuance date, the exercise price of these warrants was decreased to $0.33 (and on August 15, 2016, increased to $1.10) and the number of shares of common stock issuable thereunder was increase to 284,848.
F7The warrants were issued by the Issuer in connection with the execution of promissory notes (as amended and restated from time to time).