Sec Form 4 Filing - Martinez Ramon @ COMPREHENSIVE CARE CORP - 2013-09-17

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Martinez Ramon 2. Issuer Name and Ticker or Trading Symbol COMPREHENSIVE CARE CORP [ CHCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (a) (Last) (First) (Middle) 3405 W DR MARTIN LUTHER KING JR BLVD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2013 (Street) TAMPA, FL33607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Stock 300,000 I By Xtek Solutions, Inc. ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to purchase common stock $ 0.25 09/17/2013 A 1,000,000 ( 2 ) 09/17/2013 09/17/2023 Common 1,000,000 $ 0.25 1,000,000 D Warrant to purchase common stock $ 0.25 09/17/2013 A 1,000,000 ( 3 ) 09/17/2013 09/17/2018 Common 1,000,000 $ 0.25 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Martinez Ramon 3405 W DR MARTIN LUTHER KING JR BLVD SUITE 101 TAMPA, FL33607 X President (a) Signatures /s/ Ramon Martinez 09/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Martinez has sole voting control of 300,000 shares of common stock issued to his corporation, Xtek Solutions, Inc., in his capacity as a consultant to Comprehensive Care Corporation prior to becoming an employee. ( 2 )The option was granted pursuant to the Company's 2009 Equity Compensation Plan at an exercise price of $0.25. The option vests as follows: 500,000 options on the grant date of September 17, 2013 and 500,000 options on September 17, 2014. ( 3 )The warrant was issued with an exercise price of $0.25 and vests as follows: 500,000 warrants on the grant date of September 17, 2013 and 500,000 warrants on September 17, 2014.

Remarks: (a) Mr. Martinez is President of CompCare Pharmacy Solutions, Inc., a subsidiary of Comprehensive Care Corporation.

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).

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