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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stelmakh Edward C/O OPTIMIZERX CORPORATION 260 CHARLES STREET, SUITE 302 WALTHAM, MA 02453 |
CFO/COO | |||
| /s/ Marion Odence-Ford, by Power of Attorney | 04/22/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On March 30, 2023, the reporting person filed a Form 4 which inadvertently overstated the number of shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations. As reported in this amendment, the Issuer withheld 3,539 shares to satisfy the Reporting Person's tax withholding obligations (not 6,539 shares as previously reported). Such withholding is treated as a disposition of securities under Section 16 of the Securities Exchange Act of 1934, as amended. |
| (2) | As a result of the overstatement of the shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations, the Reporting Person's holdings following the reported transaction were understated by the amount of such overstatement. This inadvertent understatement has been corrected in this amended filing. This understatement also affected subsequently filed Forms 4, but will be corrected in any Forms 4 filed after the date of this amended filing. |
| 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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