Statement of Ownership (sc 13g)
January 17 2017 - 4:20PM
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, 2016
(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
|
Names of Reporting Persons
Harvey L. Poppel
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
(a) [ x]
(1)
(b)
[ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
Florida, U.S.
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
2,569,044
|
6
|
Shared Voting Power
2,569,044
|
7
|
Sole Dispositive Power
|
8
|
Shared Dispositive Power
2,569,044
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,569,044
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
8.64%
(2)
|
12
|
Type of Reporting Person (See Instructions)
IN
|
Page 2 of 6
(1)
This Schedule 13G is filed by
Harvey L. Poppel on behalf of Harvey L. Poppel, Harvey L. Poppel Descendants
Trust, Harvey L. Poppel IRA, Emily A. Poppel Descendants Trust, Lee Poppel IRA,
Dr. Clinton S. Poppel, Dr. Clinton S. Poppel 401K Lucas F. Poppel, Alexander J.
Poppel, Winston O. Poppel, 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.
(a)
|
Name of Issuer:
OptimizeRx Corporation
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
400 Water St. Ste. 200, Rochester, Michigan 48307
|
(a)
|
Name of Person Filing: Harvey L. Poppel
|
|
|
(b)
|
Address of Principal Business Office or, if None,
Residence: 110 El Mirasol, Palm Beach FL 33480
|
|
|
(c)
|
Citizenship: U.S.
|
|
|
(d)
|
Title and Class of Securities:
Common stock, par
value $0.001 per share
|
|
|
(e)
|
CUSIP No.:
68401U105
|
Item 3.
|
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
|
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of the
Act;
|
|
|
|
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
[_]
|
Insurance company as defined in Section 3(a)(19) of the
Act;
|
|
|
|
|
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(d)
|
[_]
|
Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
|
|
|
|
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(e)
|
[_]
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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
|
(f)
|
[_]
|
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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A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
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(h)
|
[_]
|
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)
|
[_]
|
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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|
|
|
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(j)
|
[_]
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
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(k)
|
[_]
|
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:
|
|
|
|
____
|
(a)
|
Amount Beneficially Owned:
2,569,044
(1)
|
|
|
(b)
|
Percent of Class: 8.64
(2)
|
|
|
(c)
|
Number of shares as to which such person
has:
|
|
(i)
|
Sole power to vote or to direct the vote:
2,569,044
(1)
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
2,569,044
(1)
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
2,569,044
(1)
|
(1)
This total which includes 2,569,044
common shares held directly by Harvey L. Poppel on behalf of Harvey L. Poppel,
Harvey L. Poppel Descendants Trust, Harvey L. Poppel IRA, Emily A. Poppel
Descendants Trust,Lee Poppel IRA, Dr. Clinton S. Poppel, Dr. Clinton S. Poppel
401K Lucas F. Poppel, Alexander J. Poppel, Winston O. Poppel, 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 5.
|
Ownership of Five Percent or Less of a
Class. Not Applicable
|
Page 4 of 6
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 [ ].
Item 6.
|
Ownership of more than Five Percent on
Behalf of Another Person. Not Applicable
|
|
|
Item 7.
|
Identification and classification of the
subsidiary which acquired the security being reported on
by the
parent holding company or control person. Not Applicable
|
Item 8.
|
Identification and classification of members
of the group. Not Applicable
|
Item 9.
|
Notice of Dissolution of Group. Not
Applicable
|
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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