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, 2015
(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 |
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Harvey L. Poppel
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2 |
Check the appropriate box if a member of
a Group (see instructions) |
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(a) [ x] (1) |
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(b) [ ] |
3 |
Sec Use Only |
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4 |
Citizenship or Place of Organization
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Florida, U.S. |
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5 |
Sole
Voting Power |
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2,129,028 (2) |
Number of |
6 |
Shared Voting Power |
Shares |
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Beneficially |
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2,129,028 (2) |
Owned
by Each |
7 |
Sole
Dispositive Power |
Reporting Person |
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With: |
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8 |
Shared Dispositive Power |
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2,129,028 (2) |
9 |
Aggregate Amount Beneficially Owned by
Each Reporting Person |
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2,129,028 (2) |
10 |
Check box if the aggregate amount in row
(9) excludes certain shares (See Instructions) |
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[ ] |
11 |
Percent of class represented by amount in
row (9) |
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7.34% |
12 |
Type of Reporting Person (See
Instructions) |
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IN
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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, 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 2,076,778
common shares and 52,250 Warrants convertible to common shares are held directly
by 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,
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 29,018,425 voting shares of the Issuers common stock outstanding as of
November 11, 2015, as reported in the Issuers Form 10Q for the period Dated
September 30, 2015 as filed with the Securities and Exchange Commission.
(a) |
Name of Issuer: OptimizeRx Corporation
|
(b) |
Address of Issuers Principal Executive
Offices: 400 Water St. Ste. 200, Rochester, Michigan 48307
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(a) |
Name of Person Filing: Harvey L. Poppel |
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(b) |
Address of Principal Business Office or, if None,
Residence: 110 El Mirasol, Palm Beach FL 33480 |
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(c) |
Citizenship: U.S. |
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(d) |
Title and Class of Securities: Common stock, par
value $0.001 per share |
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(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 |
Page 3 of 6
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(a) |
[_] |
Broker or dealer registered under Section 15 of
the Act; |
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(b) |
[_] |
Bank as defined in Section 3(a)(6) of the Act;
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(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) |
[_] |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
[_] |
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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(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: 2,129,028
(1) |
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(b) |
Percent of Class: 7.34% (2) |
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(c) |
Number of shares as to which such person
has: |
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(i) |
Sole power to vote or to direct the vote:
2,129,028 (1) |
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(ii) |
Shared power to vote or to direct the vote:
2,129,028 (1) |
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(iii) |
Sole power to dispose or to direct the disposition
of: |
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(iv) |
Shared power to dispose or to direct the disposition
of: 2,129,028 (1) |
(1) This total which includes 2,076,778
common shares and 52,250 Warrants convertible to common shares are held directly
by 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,
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
(2) This percentage is calculated
based upon 29,018,425 voting shares of the Issuers common stock outstanding as
of November 11, 2015, as reported in the Issuers Form 10Q for the period Dated
September 30, 2015 as filed with the Securities and Exchange Commission.
Page 4 of 6
Item 5. |
Ownership of Five Percent or Less of a
Class. Not Applicable |
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: January 13, 2016
/s/ Harvey L. Poppel
Harvey L. Poppel
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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