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 |
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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.
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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 |
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