Statement of Changes in Beneficial Ownership (4)
20 Dezember 2018 - 10:38PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WPP plc
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2. Issuer Name
and
Ticker or Trading Symbol
OptimizeRx Corp
[
OPRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
SEA CONTAINERS, 18 UPPER GROUND
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2018
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(Street)
LONDON, X0 SE1 9GL
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/20/2018
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S
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2103702
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D
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(1)
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0
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I
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See Footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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These 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.
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(2)
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The 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WPP plc
SEA CONTAINERS
18 UPPER GROUND
LONDON, X0 SE1 9GL
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X
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WPP Luxembourg Gamma Three S.a.r.l.
124 BOULEVARD DE LA PETRUSSE
LUXEMBOURG, N4 L-2330
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X
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Signatures
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WPP plc, By: /s/ Paul W.G. Richardson
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12/20/2018
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**
Signature of Reporting Person
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Date
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WPP Luxembourg Gamma Three S.a r. l., By: /s/ Anne Ehrismann
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12/20/2018
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**
Signature of Reporting Person
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Date
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WPP Luxembourg Gamma Three S.a r. l., By: /s/ Thierry Lenders
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12/20/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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