New insider Merrell Brendan W. claimed ownership of 17,274 shares (SEC Form 3)
$OPRX
Real Estate
Real Estate
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/21/2025 |
3. Issuer Name and Ticker or Trading Symbol
OptimizeRx Corp [ OPRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 17,274(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | (2) | 10/03/2027 | Common Stock | 9,764 | $15.04 | D | |
| Stock Option | (3) | 12/19/2028 | Common Stock | 2,946 | $12.73 | D | |
| Stock Option | (4) | 12/11/2029 | Common Stock | 13,723 | $4.94 | D | |
| Stock Option | (5) | 08/21/2030 | Common Stock | 23,437 | $16.14 | D | |
| Explanation of Responses: |
| 1. Includes 10,900 shares of common stock underlying unvested restricted stock units ("RSUs") granted under OPRX's equity incentive plans. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of OPRX common stock. The RSUs vest as follows: (i) 1,663 RSUs which represent the 3rd installment of Mr. Merell's October 3, 2022 grant; (ii) 1,964 RSUs which represent the 2nd and 3rd installments of Mr. Merrell's December 19, 2023 grant; and (iii) 7,273 RSUs which will vest in 3 equal annual installments beginning on December 11, 2025, which is the 1st anniversary of the grant date. |
| 2. The stock option vests in three equal annual installments beginning October 3, 2023, the first anniversary of the grant date. |
| 3. The stock option vests in three equal annual installments beginning December 19, 2024, the first anniversary of the grant date. |
| 4. The stock option vests in three equal annual installments beginning December 11, 2025, the first anniversary of the grant date. |
| 5. The stock option vests in three equal annual installments beginning August 21, 2026, the first anniversary of the grant date. |
| Remarks: |
| The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. |
| /s/ Marion Odence-Ford, by Power of Attorney | 11/07/2025 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||