OptimizeRx Corp — Major Shareholding Notification 2014

Mar 20, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(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)

March 13, 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

| 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 3,250,000 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 3,250,000 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,250,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 13.9% | |
| 12 | TYPE OF REPORTING PERSON* IN | |

• SEE INSTRUCTIONS BEFORE FILLING OUT

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SCHEDULE 13G

This Schedule 13G (this “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 3,250,000 shares of Common Stock.

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(b) Mr. Radoff beneficially owns 3,250,000 shares of Common Stock, which represents approximately 13.9% 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 23,462,366, the number of shares of Common Stock issued and outstanding as of March 13, 2014, as reported by the Issuer to the reporting person.

(c) Mr. Radoff may direct the vote and disposition of 3,250,000 shares of Common Stock.

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

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: March 19, 2014

/s/ Bradley Louis Radoff
Bradley Louis Radoff

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