0001135102-14-000002.txt : 20140429 0001135102-14-000002.hdr.sgml : 20140429 20140428193016 ACCESSION NUMBER: 0001135102-14-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140429 DATE AS OF CHANGE: 20140428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OptimizeRx Corp CENTRAL INDEX KEY: 0001448431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 261265381 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85653 FILM NUMBER: 14790891 BUSINESS ADDRESS: STREET 1: 400 WATER ST., STE. 200 CITY: ROCHESTER STATE: MI ZIP: 48307 BUSINESS PHONE: 248-651-6558 MAIL ADDRESS: STREET 1: 400 WATER ST., STE. 200 CITY: ROCHESTER STATE: MI ZIP: 48307 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POPPEL HARVEY L CENTRAL INDEX KEY: 0001135102 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 110 EL MIRASOL CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13G 1 oprxform13g042714h.txt INITIAL FILING 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) Harvey L. Poppel 110 El Mirasol Palm Beach, Florida 33480 561-653-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 25, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: under Rule 13d-1(b) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harvey L. Poppel 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Florida, U.S. 5. SOLE VOTING POWER 6. SHARED VOTING POWER 1,235,650 (2) 7. SOLE DISPOSITIVE POWER 8. SHARED DISPOSITIVE POWER 1,235,650 (2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,235,650 (2) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.42% (3) 12. TYPE OF REPORTING PERSON IN (1) This Schedule 13G is filed by Harvey L. Poppel on behalf of Harvey L. Poppel, Harvey L. Poppel IRA, Dr. Clinton S. Poppel and Poptech, LP a Family Limited Partnership controlled by Harvey L. & Emily A. Poppel. Harvey L. Poppel expressly disclaims status as a group for purposes of this Schedule 13G. (2) This total which includes 1,183,400 common shares and 52,250 warrants convertible to common shares are held directly by Harvey L Poppel, Harvey L. Poppel IRA, Dr. Clinton S. 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 disclaim beneficial ownership except to their pecuniary interest therein (3) This percentage is calculated based upon 22,809,586 voting shares of the Issuers common stock outstanding as of March 31, 2014, as reported in the Issuers Form S-1 for the period Dated April 9, 2014 as filed with the Securities and Exchange Commission. 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) Name of Person Filing Harvey L. Poppel (b) Address of the Principal Office or, if none, residence 110 El Mirasol Palm Beach, Florida, 33480 (c Citizenship U.S. (d) Title of Class of Securities Common stock, par value $0.001 per share (e CUSIP Number 68401U105 Item 3.Not Applicable Item 4.Ownership. (a) Amount beneficially owned:1,235,650 (1) (b) Percent of class:5.42 % (2) (c)Number of shares as to which the person has (i) Sole power to vote or to direct the vote (ii) Shared power to vote or to direct the vote1,235,650 (1) (iii) Sole power to dispose or to direct the disposition of (iv) Shared power to dispose or to direct the disposition of1,235,650 (1) (1) This total which includes 1,183,400 common shares and 52,250 warrants convertible to common shares are held directly by Harvey L Poppel, Harvey L. Poppel IRA, Dr. Clinton S. 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 or direct the vote of, and to dispose or direct the disposition of, the securities of the Issuer held by Poptech, LP but disclaim beneficial ownership except to their pecuniary interest therein. (2) This percentage is calculated based upon 22,809,586 voting shares of the Issuers common stock outstanding as of March 31, 2014, as reported in the Issuers Form S-1 for the period Dated April 9, 2014 as filed with the Securities and Exchange Commission. Item 5.Ownership of Five Percent or Less of a Class. Not applicable 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. Not applicable Item 8.Identification and Classification of Members of the Group.Not applicable Item 9.Notice of Dissolution of Group. Not applicable Item 10.Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. EXECUTED this 28th day of APRIL, 2014 HARVEY L. POPPEL HARVEY L. POPPEL