OptimizeRx Corp — Major Shareholding Notification 2019

Feb 14, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

| OPTIMIZERX
Corporation |
| --- |
| (Name of Issuer) |
| Common Stock, $0. 001
par value per share |
| (Title of Class of Securities) |
| 68401U204 |
| (CUSIP Number) |
| December 31, 2018 |
| (Date of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 68401U204
(1) Names of Reporting Persons
Park West Asset Management LLC
(2) Check the Appropriate Box if a Member of a Group	(a) [ ]
	(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Reporting Person With
(5) Sole Voting Power:	0
(6) Shared Voting Power:	967,448*
(7) Sole Dispositive Power:	0
(8) Shared Dispositive Power:	967,448*
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
967,448*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
[ ]
(11) Percent of Class Represented by Amount in Row (9)
8.1% *
(12) Type of Reporting Person
IA

• Beneficial ownership percentage is based upon 12,013,682 shares of common stock, $0.001 par value per share (“Common Stock”), of OptimizeRx Corporation, a Nevada corporation (the “Company”), issued and outstanding as of October 31, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2018. Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”) is the sole member and manager of PWAM. As of December 31, 2018, PWIMF held 871,411 shares of Common Stock and PWPI held 96,037 shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be deemed to beneficially own the 967,448 shares of Common Stock held in the aggregate by the PW Funds for an aggregate beneficial ownership percentage of approximately 8.1% of the shares of Common Stock deemed issued and outstanding as of December 31 , 2018.

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CUSIP No. 68401U204
(1) Names of Reporting Persons
Park West Investors Master Fund, Limited
(2) Check the Appropriate Box if a Member of a Group	(a) [ ]
	(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned By Each Reporting Person With
(5) Sole Voting Power:	0
(6) Shared Voting Power:	871,411*
(7) Sole Dispositive Power:	0
(8) Shared Dispositive Power:	871,411*
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
871,411*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
[ ]
(11) Percent of Class Represented by Amount in Row (9)
7.3% *
(12) Type of Reporting Person
CO

• Beneficial ownership percentage is based upon 12,013,682 shares of Common Stock of the Company issued and outstanding as of October 31, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2018. PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As of December 31, 2018, PWIMF held 871,411 shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWIMF may be deemed to beneficially own 871,411 shares of Common Stock of the Company for an aggregate beneficial ownership percentage of approximately 7.3% of the shares of Common Stock deemed issued and outstanding as of December 31 , 2018.

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CUSIP No. 68401U204
(1) Names of Reporting Persons
Peter S. Park
(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:	0
(6) Shared Voting Power:	967,448 *
(7) Sole Dispositive Power:	0
(8) Shared Dispositive Power:	967,448*
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
967,448*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
[ ]
(11) Percent of Class Represented by Amount in Row (9)
8.1%*
(12) Type of Reporting Person
IN

• Beneficial ownership percentage is based upon 12,013,682 shares of Common Stock of the Company issued and outstanding as of October 31, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2018. Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”) is the sole member and manager of PWAM. As of December 31, 2018, PWIMF held 871,411 shares of Common Stock and PWPI held 96,037 shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be deemed to beneficially own the 967,448 shares of Common Stock held in the aggregate by the PW Funds for an aggregate beneficial ownership percentage of approximately 8.1% of the shares of Common Stock deemed issued and outstanding as of December 31, 2018.

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| Item 1(a). Name Of Issuer: OptimizeRx Corporation (the “Company”) |
| --- |
| Item 1(b). Address of Issuer’s Principal Executive Offices: |
| 400 Water Street, Suite 200 Rochester, MI 48307 |
| Item 2(a). Name of Person Filing: |
| This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset
Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors
Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company that is the holder of 871,411 shares of common
stock, $0.001 par value per share (“Common Stock”), of the Company and (b) Park West Partners International,
Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is
the holder of 96,037 shares of Common Stock; (ii) PWIMF; and (iii) Peter S. Park, as the sole member and manager of PWAM (“Mr.
Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”). The 967,448 shares of
Common Stock of the Company held in the aggregate by the PW Funds, which constitute approximately 8.1%
of the shares of Common Stock of the Company deemed to be issued and outstanding as of the date hereof, may be deemed to be beneficially
owned (x) indirectly by PWAM, as the investment manager to the PW Funds, and (y) indirectly by Mr. Park, as the managing member
of PWAM. As of December 31, 2018,
PWIMF held 871,411 shares of Common Stock, constituting approximately 7.3%
of the Common Stock deemed to be issued and outstanding as of December 31, 2018. |
| Item 2(b). Address of Principal Business Office or, if None, Residence: |
| The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939. |
| Item 2(c). Citizenship: |
| PWAM is organized under the laws of the State of Delaware. PWIMF
is a Cayman Islands exempted company. Mr. Park is a citizen of the United States . |
| Item 2(d). Title of Class of Securities: |
| Common Stock, $0. 001 par value per
share . |
| Item 2(e). CUSIP No.: |
| 68401U204 |

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| Item
3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person
Filing is a: | |
| --- | --- |
| Not Applicable. | |
| Item 4. Ownership: | |
| As reported in the cover pages to this
report, the ownership information with respect to each of PWAM and Mr. Park is as follows: | |
| (a) Amount Beneficially Owned: | 967,448 |
| (b) Percent of Class: | 8.1% |
| (c) Number of Shares as to which such person has: | |
| (i) Sole power to vote or to direct the vote: | 0 |
| (ii) Shared power to vote or to direct the vote: | 967,448 |
| (iii) Sole power to dispose or to direct the disposition of: | 0 |
| (iv) Shared power to dispose or to direct the disposition of: | 967,448 |

| As reported in the cover pages to this
report, the ownership information with respect to PWIMF is as follows: | |
| --- | --- |
| (a) Amount Beneficially Owned: | 871,411 |
| (b) Percent of Class: | 7.3% |
| (c) Number of Shares as to which such person has: | |
| (i) Sole power to vote or to direct the vote: | 0 |
| (ii) Shared power to vote or to direct the vote: | 871,411 |
| (iii) Sole power to dispose or to direct the disposition of: | 0 |
| (iv) Shared power to dispose or to direct the disposition of: | 871,411 |

• This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that is the holder of 871,411 shares of Common Stock and (b) PWPI, a Cayman Islands exempted company that is the holder of 96,037 shares of Common Stock; (ii) PWIMF; and (iii) Mr. Park, as the sole member and manager of PWAM.

The 967,448 shares of Common Stock held in the aggregate by the PW Funds, which constitutes approximately 8.1% of the shares of Common Stock deemed issued and outstanding as of December 31, 2018, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM. The foregoing beneficial ownership percentage as of December 31, 2018, is based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 5 , 2018.

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| 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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] |
| Item 6. Ownership of More Than Five Percent on Behalf of Another Person |
| Not Applicable. |
| Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| Not Applicable. |
| Item 8. Identification and Classification of Members of the Group |
| Not Applicable. |
| Item 9. Notice of Dissolution of Group |
| Not Applicable. |
| 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.

February 14, 2019
PARK WEST ASSET MANAGEMENT LLC
By:	/s/
Grace Jimenez
	Name: Grace Jimenez
	Title: Chief Financial Officer

| PARK WEST INVESTORS MASTER FUND,
LIMITED | |
| --- | --- |
| By: | Park
West Asset Management LLC, its Investment Manager |
| By: | /s/
Grace Jimenez |
| | Name: Grace Jimenez |
| | Title: Chief Financial Officer |

/s/ Peter S. Park
Peter S. Park

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

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Exhibit Index

| Exhibit |
| --- |
| 99. Joint Filing Agreement
dated as of May 14, 2018, by and among Park West Asset Management, LLC, Park West Investors Master Fund, Limited, and Peter S.
Park (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on May 14, 2018). |