OptimizeRx Corporation

10/07/2025 | Press release | Distributed by Public on 10/07/2025 09:25

Initial Statement of Beneficial Ownership (Form 3)

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
D'Silva Andrew J.
2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2025
3. Issuer Name and Ticker or Trading Symbol
OptimizeRx Corp [OPRX]
(Last) (First) (Middle)
C/O OPTIMIZERX CORPORATION, 260 CHARLES STREET, SUITE 302
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Business Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
WALTHAM, MA 02453
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
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 37,097(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 of Derivative Security: 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) 10/01/2029 Common Stock 6,993 $7.2 D
Stock Option (3) 08/31/2026 Common Stock 40,000 $67.31 D
Stock Option (4) 10/02/2027 Common Stock 13,018 $15.04 D
Stock Option (5) 12/19/2028 Common Stock 5,892 $12.73 D
Stock Option (6) 12/11/2029 Common Stock 13,723 $4.95 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
D'Silva Andrew J.
C/O OPTIMIZERX CORPORATION
260 CHARLES STREET, SUITE 302
WALTHAM, MA 02453
Chief Business Officer

Signatures

/s/ Marion Odence-Ford, by Power of Attorney 10/06/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 24,890 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) 8,000 RSUs which represent the 4th and 5th installments of Mr. D'Silva's 9/1/2021 grant, these installments vest ratably on 9/1/2025 and 9/1/2026; (ii) 2,217 RSUs which represent the final installment of Mr. D'Silva's 10/3/2022 grant, which installment vests on 10/3/2025; (iii) 3,928 RSUs which represent the 3rd and 4th installments of Mr. D'Silva's 12/19/2023 grant, which installments vest ratably on 12/19/2025 and 12/19/2026; (iv) 3,472 RSUs which will vest in 3 equal annual installments beginning on 10/1/2025, which is the 1st anniversary of the grant date; and (v) 7,273 RSUs which will vest in three equal annual installments beginning on 12/11/2025, which is the 1st anniversary of the grant date.
(2) The stock option vests in three equal annual installments beginning October 1, 2025, which was the first anniversary of the grant date.
(3) The stock option vests in three equal annual installments beginning September 1, 2022, which was the first anniversary of the grant date.
(4) The stock option vests in three equal annual installments beginning October 3, 2023, which was the first anniversary of the grant date.
(5) The stock option vests in three equal annual installments beginning December 19, 2023, which was the first anniversary of the grant date.
(6) The stock option vests in three equal annual installments beginning December 11, 2024, which was 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
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
OptimizeRx Corporation published this content on October 07, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 07, 2025 at 15:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]