OptimizeRx Corporation

(Name of Issuer)

 

Common stock, par value $0.001 per share

(Title of Class of Securities)

68401U105

(CUSIP Number)

 

December 31, 2016

(Date of Event which Requires Filing of this Statement)

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)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

☐  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)

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

(k)

☐  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:

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”) holds 2,158,360 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.

(b)

Percent of class:

7.3%

(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 WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of 2,158,360 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 WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or to direct the disposition of 2,158,360 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 [   ].

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 acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.

Wolverine Flagship Fund Trading Limited

Signature

Name/Title

Wolverine Asset Management, LLC

Signature

Name/Title

Wolverine Holdings, L.P.

Signature

Name/Title

Wolverine Trading Partners, Inc.

Signature

Name/Title

Christopher L. Gust

Robert R. Bellick