UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

OPTIMIZERX CORPORATION

(Name of Issuer)

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

68401U105

(CUSIP Number)

 

Shawn Turner

Holland & Knight LLP

1801 California Street, Suite 5000

Denver, Colorado 80202

(303) 974-6660

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 17, 2021

(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 Rule 13d-7 for other parties to whom copies are being sent.

 

* 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).

 

 

 

 

 

CUSIP No. 68401U105    

 

             
  1   

Names of reporting person

 

Individual Retirement Accounts for the benefit of Ronald L. Chez, the Chez Family Foundation and Ronald L. Chez Individually 

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

  

  3  

SEC use only

  

  4  

Source of funds (see instructions)

 

PF 

  5  

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

  

  6  

Citizenship or place of organization

 

United States of America 

 

Number of

shares

beneficially

owned by

each

reporting

person

with

 

 

    7   

Sole voting power

 

858,500 

    8  

Shared voting power

 

    9  

Sole dispositive power

 

858,500 

  10  

Shared dispositive power

 

11  

Aggregate amount beneficially owned by each reporting person

 

858,500 

12  

Check if the aggregate amount in Row (11) excludes certain shares    ¨

 

 

13  

Percent of class represented by amount in Row (11)

 

5.7%(1) 

14  

Type of reporting person (see instructions)

 

IN 

 

 

(1) See Item 5.

 

The undersigned Ronald L. Chez (the “Reporting Person”) hereby amends his statement on Schedule 13D dated as of February 5, 2015 as amended by Amendment No. 1 to Schedule 13D dated March 25, 2015, Amendment No. 2 to Schedule 13D dated October 27, 2015 and Amendment No. 3 to Schedule 13D dated September 27, 2019 (collectively, the “Schedule 13D”). This statement constitutes Amendment No. 4 to the Schedule 13D. The purpose of this Amendment No. 4 is to report a greater than 1% change in ownership of the Company’s Common Stock by the Reporting Person. Unless otherwise indicated herein, there are no material changes to the information set forth in the Schedule 13D.

 

 

 

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) This statement relates to 858,500 shares of Common Stock owned by the Reporting Person. Based on the Company’s Quarterly Report on Form 10-Q filed on November 9, 2020, 15,108,646 shares of Common Stock were outstanding as of November 5, 2020. Therefore, the 858,500 shares of Common Stock reported on this Schedule 13D represent approximately 5.7% of the Company’s shares issued and outstanding shares.

 

(b) The Reporting Person has the sole power (and no shared power) to vote, dispose of or direct the disposition of the Securities and any Common Stock resulting from the exercise or conversion thereof.

 

(c) During the last 60 days, the Reporting Person effected the following purchases and sales of the Company’s securities, each through open market transactions, on the dates, in the amounts, and at the prices per share shown below.

 

Transactions by Reporting Person’s individual retirement accounts:

 

Date Transaction Shares   Unit Cost
12/31/2020 Purchase 3,500 $ 31.18368
1/7/2021 Purchase 5,000 $ 36.9189
1/7/2021 Purchase 3,000 $ 37.0000
1/13/2021 Purchase 2,000 $ 38.2533
1/26/2021 Sale 100 $ 40.0000
1/29/2021 Sale 5,000 $ 44.7872
2/2/2021 Sale 1,595 $ 48.0364
2/3/2021 Sale 12,183 $ 48.7777
2/4/2021 Sale 25,000 $ 50.8939
2/5/2021 Sale 10,000 $ 51.9997
2/8/2021 Sale 22,000 $ 52.5098
2/9/2021 Sale 6,228 $ 53.3169
2/9/2021 Sale 11,000 $ 55.0621
2/10/2021 Sale 1,475 $ 55.5268
2/12/2021 Sale 500 $ 56.614
2/16/2021 Sale 40,000 $ 62.3352
2/16/2021 Sale 20,000 $ 62.3352
2/17/2021 Sale 25,000 $ 59.026
2/17/2021 Sale 5,000 $ 60.756

 

(d) Not applicable.

 

(e) Not applicable.

 

 

 

 

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: February 18, 2021

 

 

  By:  /s/ Ronald L. Chez  
    Ronald L. Chez