SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

OptimizeRx Corporation

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(Name of Issuer)

 

Common stock, par value $0.001 per share

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(Title of Class of Securities)

68401U105

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(CUSIP Number)

 

March 17, 2014

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(Date of Event which Requires Filing of this Statement)

 

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

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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.: 68401U105

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CUSIP No.: 68401U105

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CUSIP No.: 68401U105

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CUSIP No.: 68401U105

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CUSIP No.: 68401U105

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CUSIP No.: 68401U105

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CUSIP No.: 68401U105

ITEM 1(a).

NAME OF ISSUER:

OptimizeRx Corporation

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:

Wolverine Flagship Fund Trading Limited

Wolverine Asset Management, LLC

Wolverine Holdings, L.P.

Wolverine Trading Partners, Inc.

Christopher L. Gust

Robert R. Bellick

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

c/o Wolverine Asset Management, LLC

175 West Jackson Blvd., Suite 340

Chicago, IL 60604

ITEM 2(c).

CITIZENSHIP:

Wolverine Flagship Fund Trading Limited – Cayman Islands

Wolverine Asset Management, LLC – Illinois

Wolverine Holdings, L.P. – Illinois

Wolverine Trading Partners, Inc. – Illinois

Christopher L. Gust – US Citizen

Robert R. Bellick – US Citizen

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

Common stock, par value $0.001 per share

ITEM 2(e).

CUSIP NUMBER:

68401U105

 

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

(a)

o  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b)

o  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o  Investment company registered under Section 8 of the Investment Company Act of 1940(15 U.S.C 80a-8);

(e)

o  An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)

o  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)

o  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

o  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o  A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)

o  Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

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ITEM 4.

OWNERSHIP:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

Wolverine Flagship Fund Trading Limited (the “Fund”) beneficially owns 2,083,500 shares of the common stock of the Issuer.

Wolverine Asset Management, LLC (“WAM”) is the investment manager of the Fund and has voting and dispositive power over the securities described above. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings. Each of Mr. Bellick, Mr. Gust, WTP, Wolverine Holdings and WAM disclaims beneficial ownership of the securities covered by this Schedule 13G.

(b)

Percent of class:

9.0%

The Fund beneficially owns, and each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust may be deemed to beneficially own, 9.0% of the Issuer’s outstanding shares of common stock, which percentage was calculated by dividing 2,083,500 (the number of shares of common stock held by the Fund) by the sum of (i) 14,752,496 (the number of shares of common stock outstanding as reported in the Issuer’s most recent Form 10-Q filed on November 14, 2013) and (ii) 8,333,333 (the number of shares issued by the Issuer on March 17, 2014).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

0

(ii)

Shared power to vote or to direct the vote:

Each of the Fund, WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of 2,083,500 shares of the common stock of the Issuer as set forth in Item 4(a) above.

(iii)

Sole power to dispose or to direct the disposition of:

0

(iv)

Shared power to dispose or to direct the disposition of:

Each of the Fund, WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to dispose or to direct the disposition of 2,083,500 shares of the common stock of the Issuer as set forth in Item 4(a) above.

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 o.

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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:

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.

Date:  March 21, 2014

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

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Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of OptimizeRx Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 21, 2014.

 

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