Statement of Ownership (sc 13g)
January 08 2018 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
OptimizeRx Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
68401U105
(CUSIP Number)
December 31, 2017
(Date of Event which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the
Notes
).
SCHEDULE 13G
1
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Names of Reporting Persons
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Harvey L. Poppel
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2
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Check the appropriate box if a member of a Group (see
instructions)
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(a) [X]
(1)
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(b)
[ ]
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Florida, U.S.
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5
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Sole Voting Power
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2,754,257
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Number of
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6
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Shared Voting Power
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Shares
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Beneficially
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2,754,257
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Owned by Each
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Reporting Person
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7
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Sole Dispositive Power
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With:
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8
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Shared Dispositive Power
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2,754,257
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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2,754,257
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10
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Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row
(9)
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9.27% (2)
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12
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Type of Reporting Person (See Instructions)
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IN
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Page 2 of 6
(1) This total which includes 2,754,257 common shares held
directly by Harvey L. Poppel on behalf of Harvey L. Poppel, Harvey L. Poppel
IRA, Lee Poppel IRA, Dr. Clinton S. Poppel, Dr. Clinton S. Poppel 401K, Helen M
Poppel IRA, Zhavier Fox IRA, Lucas F. Poppel, Alexander J. Poppel, Winston O.
Poppel, Lucas F. Poppel IRA & EDU, Alexander J. Poppel IRA & EDU, Winston O.
Poppel IRA & EDU, Poptech, GC a trust owned by Lucas F. Poppel, Alexander J.
Poppel and Winston O. Poppel; and Poptech, LP, a Family Limited Partnership
controlled by Harvey L. & Emily A. Poppel who are the sole members of Poptech,
LLC, (Poptech, LLC is the sole General Partner of Poptech, LP.) Poptech, LLC
does not directly own any securities of the Issuer. Poptech, LLC may be deemed
to have shared power to vote or direct the vote of, and to dispose or direct the
disposition of, the securities of the Issuer held by Poptech, LP but disclaims
beneficial ownership except to their pecuniary interest therein. Harvey L.
Poppel expressly disclaims status as a group for purposes of this Schedule 13G.
(2) This percentage is calculated based upon 29,718,867 voting
shares of the Issuers common stock outstanding as of December 31, 2016.
Item 1.
(a) Name of Issuer:
OptimizeRx Corporation
(b) Address of Issuers Principal Executive Offices:
400 Water
St. Ste. 200, Rochester, Michigan 48307
Item 2.
(a)
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Name of Person Filing: Harvey L. Poppel
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(b)
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Address of Principal Business Office or, if None,
Residence: 110 El Mirasol, Palm Beach FL 33480
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(c)
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Citizenship: U.S.
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(d)
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Title and Class of Securities:
Common stock, par
value $0.001 per share
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(e)
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CUSIP No.:
68401U105
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the
person filing is a: Not
applicable
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(a)
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[_]
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Broker or dealer registered under
Section 15 of the Act;
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(b)
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[_]
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Bank as defined in Section
3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as defined in
Section 3(a)(19) of the Act;
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(d)
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[_]
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Investment company registered
under Section 8 of the Investment Company Act of 1940;
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(e)
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[_]
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An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E);
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Page 3 of 6
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940;
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(j)
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[_]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
______
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Item 4. Ownership
(a)
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Amount Beneficially Owned:
2,754,257 (1)
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(b)
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Percent of Class: 8.64 (2)
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(c)
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Number of shares as to which
such person has:
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(i)
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Sole power to vote or to direct the vote:
2,754,257 (1)
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(ii)
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Shared power to vote or to direct the vote:
2,754,257 (1)
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(iii)
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Sole power to dispose or to direct the disposition
of:
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(iv)
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Shared power to dispose or to direct the disposition
of:
2,754,257 (1)
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(1) This total which includes 2,754,257 common shares held
directly by Harvey L. Poppel on behalf of Harvey L. Poppel, Harvey L. Poppel
IRA, Lee Poppel IRA, Dr. Clinton S. Poppel, Dr. Clinton S. Poppel 401K, Helen M
Poppel IRA, Zhavier Fox IRA, Lucas F. Poppel, Alexander J. Poppel, Winston O.
Poppel, Lucas F. Poppel IRA & EDU, Alexander J. Poppel IRA & EDU, Winston O.
Poppel IRA & EDU, Poptech, GC a trust owned by Lucas F. Poppel, Alexander J.
Poppel and Winston O. Poppel; and Poptech, LP, a Family Limited Partnership
controlled by Harvey L. & Emily A. Poppel who are the sole members of Poptech,
LLC, (Poptech, LLC is the sole General Partner of Poptech, LP.) Poptech, LLC
does not directly own any securities of the Issuer. Poptech, LLC may be deemed
to have shared power to vote or direct the vote of, and to dispose or direct the
disposition of, the securities of the Issuer held by Poptech, LP but disclaims
beneficial ownership except to their pecuniary interest therein. Harvey L.
Poppel expressly disclaims status as a group for purposes of this Schedule 13G.
(2)
This percentage is calculated based upon 29,718,867
voting shares of the Issuers common stock outstanding as of September 30,
2016.
Page 4 of 6
Item
5.
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Ownership of Five Percent or Less of a Class. Not
Applicable
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ].
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Item
6.
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Ownership of more than Five Percent on Behalf of
Another Person. Not Applicable
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Item
7.
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Identification and classification of the subsidiary
which acquired the security being reported on
by the parent holding
company or control person. Not Applicable
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Item
8.
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Identification and classification of members of the
group. Not Applicable
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Item
9.
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Notice of Dissolution of Group. Not Applicable
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Item
10.
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Certifications.
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Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
/s/ Signature
Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 6 of 6
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