OptimizeRx Corp — Director's Dealing 2021

Oct 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OptimizeRx Corp (OPRX)
CIK: 0001448431
Period of Report: 2021-10-15

Reporting Person: FEBBO WILLIAM J (Director, CHIEF EXECUTIVE OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-15	Common Stock (pursuant to 10B5-1 plan)	S	16666	$84.20	Disposed	502709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-15	Performance Stock Units	$	A	182398	Acquired	2026-10-15	Common Stock (182398)	Direct

Footnotes

F1: These shares sold pursuant to a plan of disposition adopted on May 28, 2021 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F2: Each performance stock unit represents a contingent right to receive one share of the OptimizeRx's common stock. The first 33% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $98.87 or higher for 30 consecutive trading days during the five-year performance period. Another 33% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $131.82 or higher for 30 consecutive trading days during the five-year performance period. A final 34% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $164.78 or higher for 30 consecutive trading days during the five-year performance period. If earned, the performance stock units will, subject to certain exceptions, vest ratably on the first anniversary of such performance achievement. Any performance stock unit that has not been earned and vested as of the fifth anniversary of the grant date will be forfeited. Vesting of the performance stock units shall accelerate upon a qualifying termination.