William J. Febbo - 15 Oct 2021 Form 4 Insider Report for OptimizeRx Corp (OPRX)

Role: CHIEF EXECUTIVE OFFICER, Director
Signature: /s/ William Febbo
Issuer symbol: OPRX
Transactions as of: 15 Oct 2021
Net transactions value: -$1,403,277
Form type: 4
Filing time: 19 Oct 2021, 16:45:15 UTC
Previous filing: 04 Oct 2021
Next filing: 17 Nov 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OPRX	Common Stock (pursuant to 10B5-1 plan)	Sale	$1,403,277	-16,666	-3.2%	$84.20^*	502,709	15 Oct 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OPRX	Performance Stock Units	Award	$0	+182,398		$0.000000	182,398	15 Oct 2021	Common Stock	182,398		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares sold pursuant to a plan of disposition adopted on May 28, 2021 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F2	Each performance stock unit represents a contingent right to receive one share of the OptimizeRx's common stock. The first 33% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $98.87 or higher for 30 consecutive trading days during the five-year performance period. Another 33% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $131.82 or higher for 30 consecutive trading days during the five-year performance period. A final 34% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $164.78 or higher for 30 consecutive trading days during the five-year performance period. If earned, the performance stock units will, subject to certain exceptions, vest ratably on the first anniversary of such performance achievement. Any performance stock unit that has not been earned and vested as of the fifth anniversary of the grant date will be forfeited. Vesting of the performance stock units shall accelerate upon a qualifying termination.

Content

These shares sold pursuant to a plan of disposition adopted on May 28, 2021 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Each performance stock unit represents a contingent right to receive one share of the OptimizeRx's common stock. The first 33% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $98.87 or higher for 30 consecutive trading days during the five-year performance period. Another 33% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $131.82 or higher for 30 consecutive trading days during the five-year performance period. A final 34% of the performance stock units are earned upon OptimizeRx common stock achieving an average closing price per share of $164.78 or higher for 30 consecutive trading days during the five-year performance period. If earned, the performance stock units will, subject to certain exceptions, vest ratably on the first anniversary of such performance achievement. Any performance stock unit that has not been earned and vested as of the fifth anniversary of the grant date will be forfeited. Vesting of the performance stock units shall accelerate upon a qualifying termination.