SEC Form 4 · accession 0000899243-18-031481
OptimizeRx Corp · OPRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 20, 2018
Accepted (ET)
Dec 20, 2018 · 4:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001448431
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 20, 2018 | S$0 | 2,103,702 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares were disposed of on December 20, 2018 in an underwritten public offering (the "Offering"), pursuant to the underwriting agreement, dated December 18, 2018 (the "2018 Underwriting Agreement"), by and among OptimizeRx Corporation (the "Company"), WPP Luxembourg Gamma Three S.a r.l. ("Lux Gamma Three") and William Blair & Company, L.L.C. and B. Riley FBR, Inc. as representatives of the several Underwriters named in Schedule II thereto (the "Underwriters"). Pursuant to the Underwriting Agreement, Lux Gamma Three sold the shares to the Underwriters at a price per share of U.S. $9.45. As a result of the completion of the Offering, WPP plc and Lux Gamma Three ceased to be beneficial owners of more than ten percent of the outstanding shares of common stock of the Company.
- F2The disposed shares were owned directly by Lux Gamma Three, which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc was an indirect beneficial owner of the reported securities.