Amended Statement of Beneficial Ownership (sc 13d/a)
June 07 2019 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
OptimizeRx Corporation
(Name
of Issuer)
Common Stock
,
par value $0.001 per share
(Title of Class of Securities)
68401U204
(CUSIP Number)
NIRAJ
M. PATEL
Wolverine
Asset Management, LLC
175
W. Jackson Blvd., Suite 340
Chicago,
Illinois 60604
(312)
884-4400
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 5, 2019
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on 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
).
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1
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NAME OF REPORTING PERSON
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WOLVERINE ASSET MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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SOURCE OF FUNDS
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OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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688,296
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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688,296
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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688,296
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.98%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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WOLVERINE HOLDINGS, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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SOURCE OF FUNDS
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OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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688,296
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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688,296
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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688,296
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.98%
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14
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TYPE OF REPORTING PERSON
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HC
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1
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NAME OF REPORTING PERSON
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WOLVERINE TRADING PARTNERS, INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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SOURCE OF FUNDS
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OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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688,296
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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688,296
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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688,296
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.98%
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14
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TYPE OF REPORTING PERSON
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CO/HC
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1
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NAME OF REPORTING PERSON
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CHRISTOPHER L. GUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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SOURCE OF FUNDS
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OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
|
SHARED VOTING POWER
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EACH
|
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|
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|
|
REPORTING
|
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688,296
|
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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688,296
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
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|
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688,296
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.98%
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14
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TYPE OF REPORTING PERSON
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IN/HC
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1
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NAME OF REPORTING PERSON
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ROBERT R. BELLICK
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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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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SOURCE OF FUNDS
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|
OO (see Item 3)
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
|
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SOLE VOTING POWER
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|
SHARES
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|
BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
|
SHARED VOTING POWER
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EACH
|
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|
|
|
|
REPORTING
|
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688,296
|
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PERSON WITH
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9
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|
SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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|
|
|
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688,296
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
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688,296
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.98%
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14
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TYPE OF REPORTING PERSON
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IN/HC
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The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
for the account of Flagship were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases, except as otherwise noted in Amendment No.1, which is incorporated
by reference herein. With respect to the Shares purchased for the account of Flagship, a total of approximately $4,274,318 was
paid for the 2,064,888 Shares. A portion of the initial Shares were purchased pursuant to the Issuer’s private placement
in March 2014.
On May 14, 2018, the
Issuer effected a one-for-three reverse stock split of its common stock causing all shares to be retroactively adjusted to give
effect to the reverse split. Accordingly, after the reverse split, Flagship owns 688,296 Shares of the Issuer.
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Item 5.
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Interest in Securities of the Issuer
.
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Items 5(a) –
(c) and (e) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 13,817,333 Shares outstanding, as of June 5, 2019, which is
the total number of Shares outstanding as reported in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities
and Exchange Commission on June 6, 2019.
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(a)
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WAM, as the investment manager of Flagship, may be deemed the beneficial owner of the 688,296 Shares
owned by Flagship.
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Percentage: Approximately 4.98%
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 688,296
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 688,296
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(c)
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WAM has not entered into any transactions in the Shares during the past sixty days. The transactions
on behalf of Flagship during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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WH, as the sole member and manager of WAM, may be deemed the beneficial owner of the 688,296 Shares
owned by WAM.
|
Percentage: Approximately 4.98%
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 688,296
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 688,296
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(c)
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WH has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of Flagship during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
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(a)
|
WTP, as the sole general partner of WH, may be deemed the beneficial owner of the 688,296 Shares
owned by WAM.
|
Percentage: Approximately 4.98%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 688,296
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 688,296
|
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(c)
|
WTP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of Flagship during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr. Gust, a controlling shareholder of WTP, may be deemed the beneficial owner of the 688,296 Shares
owned by WAM.
|
Percentage: Approximately 4.98%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 688,296
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 688,296
|
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(c)
|
Mr. Gust has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Flagship during the past sixty days are set forth in Schedule A and are
incorporated herein by reference.
|
|
(a)
|
Mr. Bellick, a controlling shareholder of WTP, may be deemed the beneficial owner of the 688,296
Shares owned by WAM.
|
Percentage: Approximately 4.98%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 688,296
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 688,296
|
|
(c)
|
Mr. Bellick has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of Flagship during the past sixty days are set forth in Schedule A and are incorporated herein
by reference.
|
(e) The
Reporting Persons ceased to be the beneficial owner of 5% or more of the Shares of the Issuer on June 5, 2019.
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 7, 2019
|
Wolverine Asset management, LLC
|
|
|
|
By:
|
/s/ Niraj M. Patel
|
|
|
Name:
|
Niraj M. Patel
|
|
|
Title:
|
Chief Legal Officer
|
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WOLVERINE HOLDINGS, L.P.
|
|
|
|
By:
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/s/ Christopher L. Gust
|
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Name:
|
Christopher L. Gust
|
|
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Title:
|
Managing Director
|
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WOLVERINE TRADING PARTNERS, INC.
|
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By:
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/s/ Christopher L. Gust
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Name:
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Christopher L. Gust
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Title:
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Authorized signatory
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By:
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/s/ Christopher L. Gust
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Name:
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Christopher L. Gust
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By:
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/s/ Robert R. Bellick
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Name:
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Robert R. Bellick
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SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
WOLVERINE
FLAGSHIP FUND TRADING LIMITED
Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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(1,710)
|
14.0260
|
05/09/2019
|
(3,600)
|
16.0500
|
05/15/2019
|
100
|
14.8500
|
05/16/2019
|
100
|
14.7500
|
05/31/2019
|
3,292
|
14.2458
|
06/03/2019
|
3,085
|
13.8673
|
06/04/2019
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