Sec Form 3 Filing - D'Silva Andrew J. @ OptimizeRx Corp - 2025-08-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
D'Silva Andrew J.
2. Issuer Name and Ticker or Trading Symbol
OptimizeRx Corp [ OPRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Business Officer
(Last) (First) (Middle)
C/O OPTIMIZERX CORPORATION, 260 CHARLES STREET, SUITE 302
3. Date of Earliest Transaction (MM/DD/YY)
08/21/2025
(Street)
WALTHAM, MA02453
4. If Amendment, Date Original Filed (MM/DD/YY)
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 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 37,097 ( 1 ) D
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
Stock Option $ 7.2 ( 2 ) 10/01/2029 Common Stock 6,993 D
Stock Option $ 67.31 ( 3 ) 08/31/2026 Common Stock 40,000 D
Stock Option $ 15.04 ( 4 ) 10/02/2027 Common Stock 13,018 D
Stock Option $ 12.73 ( 5 ) 12/19/2028 Common Stock 5,892 D
Stock Option $ 4.95 ( 6 ) 12/11/2029 Common Stock 13,723 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, MA02453
Chief Business Officer
Signatures
/s/ Marion Odence-Ford, by Power of Attorney 10/06/2025
Signature of Reporting Person Date
Explanation of Responses:
( 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

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