0000899243-18-031481.txt : 20181220 0000899243-18-031481.hdr.sgml : 20181220 20181220163624 ACCESSION NUMBER: 0000899243-18-031481 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181220 FILED AS OF DATE: 20181220 DATE AS OF CHANGE: 20181220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WPP plc CENTRAL INDEX KEY: 0000806968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38543 FILM NUMBER: 181246604 BUSINESS ADDRESS: STREET 1: 27 FARM STREET CITY: LONDON STATE: X0 ZIP: W1J5RJ BUSINESS PHONE: 011442074082204 MAIL ADDRESS: STREET 1: 27 FARM STREET CITY: LONDON STATE: X0 ZIP: W1J5RJ FORMER NAME: FORMER CONFORMED NAME: WPP GROUP PLC DATE OF NAME CHANGE: 19960514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WPP Luxembourg Gamma Three S.a.r.l. CENTRAL INDEX KEY: 0001626653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38543 FILM NUMBER: 181246605 BUSINESS ADDRESS: STREET 1: 124 BOULEVARD DE LA PETRUSSE CITY: LUXEMBOURG STATE: N4 ZIP: L-2330 BUSINESS PHONE: 3522612071 MAIL ADDRESS: STREET 1: 124 BOULEVARD DE LA PETRUSSE CITY: LUXEMBOURG STATE: N4 ZIP: L-2330 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-12-20 1 0001448431 OptimizeRx Corp OPRX 0000806968 WPP plc SEA CONTAINERS 18 UPPER GROUND LONDON X0 SE1 9GL UNITED KINGDOM 0 0 1 0 0001626653 WPP Luxembourg Gamma Three S.a.r.l. 124 BOULEVARD DE LA PETRUSSE LUXEMBOURG N4 L-2330 LUXEMBOURG 0 0 1 0 Common Stock 2018-12-20 4 S 0 2103702 D 0 I See Footnote These shares were disposed of on December 20, 2018 in an underwritten public offering (the "Offering"), pursuant to the underwriting agreement, dated December 18, 2018 (the "2018 Underwriting Agreement"), by and among OptimizeRx Corporation (the "Company"), WPP Luxembourg Gamma Three S.a r.l. ("Lux Gamma Three") and William Blair & Company, L.L.C. and B. Riley FBR, Inc. as representatives of the several Underwriters named in Schedule II thereto (the "Underwriters"). Pursuant to the Underwriting Agreement, Lux Gamma Three sold the shares to the Underwriters at a price per share of U.S. $9.45. As a result of the completion of the Offering, WPP plc and Lux Gamma Three ceased to be beneficial owners of more than ten percent of the outstanding shares of common stock of the Company. The disposed shares were owned directly by Lux Gamma Three, which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc was an indirect beneficial owner of the reported securities. WPP plc, By: /s/ Paul W.G. Richardson 2018-12-20 WPP Luxembourg Gamma Three S.a r. l., By: /s/ Anne Ehrismann 2018-12-20 WPP Luxembourg Gamma Three S.a r. l., By: /s/ Thierry Lenders 2018-12-20