0001193125-15-041557.txt : 20150210 0001193125-15-041557.hdr.sgml : 20150210 20150210160552 ACCESSION NUMBER: 0001193125-15-041557 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150210 DATE AS OF CHANGE: 20150210 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85653 FILM NUMBER: 15593875 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: Radoff Bradley Louis CENTRAL INDEX KEY: 0001380585 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1625 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13G/A 1 d869423dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Amendment No. 1)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

OptimizeRx Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

68401U105

(CUSIP Number)

December 31, 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:

 

  ¨ Rule 13d-1(b)

 

  x Rule 13d-1(c)

 

  ¨ Rule 13d-1(d)

 

 

 

CUSIP No. 68401U105   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bradley Louis Radoff

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

950,000

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

950,000

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

950,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.1%

12  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

2

SCHEDULE 13G/A

This Amendment No. 1 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Bradley Louis Radoff relating to common stock, par value $0.001 per share (the “Common Stock”), of OptimizeRx Corporation, a Nevada corporation (the “Issuer”), purchased by Mr. Radoff.

 

Item 1(a) Name of Issuer.

OptimizeRx Corpopration

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

400 Water Street, Ste. 200

Rochester, Michigan 48307

 

Item 2(a) Name of Person Filing.

Mr. Bradley Louis Radoff

 

Item 2(b) Address of Principal Business Office, or, if none, Residence

1177 West Loop South

Suite 1625

Houston, Texas 77027

 

Item 2(c) Place of Organization.

Mr. Radoff is a U.S. citizen.

 

Item 2(d) Title of Class of Securities.

Common stock, par value $0.001 per share (the “Common Stock”)

 

Item 2(e) CUSIP Number.

68401U105

 

Item 3 Reporting Person.

The person filing is not listed in Items 3(a) through 3(j).

 

Item 4 Ownership.

 

  (a) Mr. Radoff is the beneficial owner of 950,000 shares of Common Stock.

 

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  (b) Mr. Radoff beneficially owns 950,000 shares of Common Stock, which represents approximately 4.1% of the shares of Common Stock issued and outstanding. This percentage is determined by dividing the number of shares beneficially held by Mr. Radoff by 23,404,819, the number of shares of Common Stock issued and outstanding as of November 12, 2014, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2014.

 

  (c) Mr. Radoff may direct the vote and disposition of 950,000 shares of Common Stock.

 

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

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.

 

4

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.

Date: February 10, 2015

 

/s/ Bradley Louis Radoff

Bradley Louis Radoff

 

5