Sec Form 4 Filing - WPP plc @ OptimizeRx Corp - 2018-03-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WPP plc 2. Issuer Name and Ticker or Trading Symbol OptimizeRx Corp [ OPRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 27 FARM STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2018 (Street) LONDON, X0W1J 5RJ 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/19/2018 J( 1 ) 300,000 A $ 1.5 6,311,106 I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WPP plc 27 FA RM STREET LONDON, X0W1J 5RJ X WPP Luxembourg Gamma Three S.a.r.l. 124 BOULEVARD DE LA PETRUSSE LUXEMBOURG, N4L-2330 X Signatures WPP plc, By: /s/ Paul W.G. Richardson, Group Finance Director 05/11/2018 Signature of Reporting Person Date WPP Luxembourg Gamma Three S.a r. l., By: /s/ Anne Ehrismann, Manager 05/11/2018 Signature of Reporting Person Date WPP Luxembourg Gamma Three S.a r. l., By: /s/ Thierry Lenders, Manager 05/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 300,000 shares of Common Stock of the Issuer (the "Shares") were acquired by WPP Luxembourg Gamma Three S.a r.l. ("Lux Gamma Three") from the Issuer on March 19, 2018. The Shares were issued pursuant to a Termination Letter (the "Termination Letter") dated as of February 23, 2018 between the Issuer and Grey Healthcare Group, LLC, an affiliate of Lux Gamma Three ("GHG"), as consideration for GHG's performance of its obligations pursuant to the Amended and Restated Co-Marketing Agreement dated as of September 24, 2015, between the Issuer and GHG, which was terminated by such Termination Letter. The price reported in column 4 is the price as of market close on March 16, 2018, the trading day preceding the acquisition. ( 2 )These shares are owned directly by Lux Gamma Three, which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc is an indirect beneficial owner of the reported securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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