SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WPP plc

(Last) (First) (Middle)
27 FARM STREET

(Street)
LONDON X0 W1J 5RJ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OptimizeRx Corp [ OPRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/19/2018 J(1) 300,000 A $1.5 6,311,106 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
WPP plc

(Last) (First) (Middle)
27 FARM STREET

(Street)
LONDON X0 W1J 5RJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WPP Luxembourg Gamma Three S.a.r.l.

(Last) (First) (Middle)
124 BOULEVARD DE LA PETRUSSE

(Street)
LUXEMBOURG N4 L-2330

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The 300,000 shares of Common Stock of the Issuer (the "Shares") were acquired by WPP Luxembourg Gamma Three S.a r.l. ("Lux Gamma Three") from the Issuer on March 19, 2018. The Shares were issued pursuant to a Termination Letter (the "Termination Letter") dated as of February 23, 2018 between the Issuer and Grey Healthcare Group, LLC, an affiliate of Lux Gamma Three ("GHG"), as consideration for GHG's performance of its obligations pursuant to the Amended and Restated Co-Marketing Agreement dated as of September 24, 2015, between the Issuer and GHG, which was terminated by such Termination Letter. The price reported in column 4 is the price as of market close on March 16, 2018, the trading day preceding the acquisition.
2. These shares are 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 is an indirect beneficial owner of the reported securities.
Remarks:
WPP plc, By: /s/ Paul W.G. Richardson, Group Finance Director 05/11/2018
WPP Luxembourg Gamma Three S.a r. l., By: /s/ Anne Ehrismann, Manager 05/11/2018
WPP Luxembourg Gamma Three S.a r. l., By: /s/ Thierry Lenders, Manager 05/11/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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