Major Shareholding Notification • Apr 6, 2025
Major Shareholding Notification
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CUSIP No.
68375N103
| 1 | Name of reporting person | ||||
|---|---|---|---|---|---|
| FROST PHILLIP MD ET AL | |||||
| Check the appropriate box if a member of a Group (See Instructions) | |||||
| 2 | M (a) 1 (b) |
||||
| 3 | SEC use only | ||||
| 4 | Source of funds (See Instructions) | ||||
| Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||
| 5 | 1 | ||||
| Citizenship or place of organization | |||||
| 6 | UNITED STATES | ||||
| Sole Voting Power | |||||
| Numbe r of |
7 | 249,547,576.00 | |||
| Shares Benefic |
Shared Voting Power | ||||
| ially Owned |
8 | 2,851,830.00 | |||
| by Each |
Sole Dispositive Power | ||||
| Reporti ng |
9 | 249,547,576.00 | |||
| Person With: |
Shared Dispositive Power | ||||
| 10 | 2,851,830.00 | ||||
| Aggregate amount beneficially owned by each reporting person | |||||
| 11 | 252,399,406.00 | ||||
| Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) | |||||
| 12 | 1 | ||||
| Percent of class represented by amount in Row (11) | |||||
| 13 | 31.7 % | ||||
| Type of Reporting Person (See Instructions) | ||||
|---|---|---|---|---|
Comment (1) Includes (i) 3,068,951 shares of Common Stock held individually by Dr. Frost; (ii) for Type 30,127,177 shares of Common Stock held by the Frost Nevada Investments Trust, which is of controlled by Dr. Frost as sole trustee; (iii) options to acquire 2,600,000 shares of Common Reportion of Dr. Foot as oble tithin 60 days; (iv) 213,751,488 shares of Common Stock Person, Inner are oxerolouble which is controlled by Dr. Frost as sole trusting on (v) 2,851,830 shares of Common Stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife. Dr. Frost's ownership position excludes restricted stock units that give him a contingent right to receive up to 500,000 shares of Common Stock.
(2) Calculated based on (i) 793,051,553 shares outstanding as of April 3, 2025, as communicated by the Issuer to the Reporting Person; and (ii) options to acquire 2,600,000 shares of Common Stock, which are exercisable within 60 days.
CUSIP No.
68375N103
| 1 | Name of reporting person | ||
|---|---|---|---|
| Frost Gamma Investments Trust | |||
| Check the appropriate box if a member of a Group (See Instructions) | |||
| 2 | D (a) 1 (b) |
||
| 3 | SEC use only | ||
| Source of funds (See Instructions) | |||
| 4 | WC, OO | ||
| Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||
| 5 | 17 | ||
| Citizenship or place of organization | |||
| 6 | FLORIDA | ||
| Numbe r of |
7 | Sole Voting Power | |
| Shares Benefic |
213,751,448.00 | ||
| ially Owned |
8 | Shared Voting Power | |
| by Each |
|||
| Reporti ng |
9 | Sole Dispositive Power | |
| 213,751,448.00 |
https://www.onlineforms.edgarfiling.sec.gov/submitSC13DForm.html?action=print
| Person With: |
10 | Shared Dispositive Power | |
|---|---|---|---|
| 11 | Aggregate amount beneficially owned by each reporting person | ||
| 213,751,448.00 | |||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) | ||
| 17 | |||
| 13 | Percent of class represented by amount in Row (11) | ||
| 27.0 % | |||
| 14 | Type of Reporting Person (See Instructions) | ||
| 00 |
Comment for Type of (1) Calculated based on (i) 793,051,553 shares outstanding as of April 3,
Reporting Person:
CUSIP No.
68375N103
| 1 | Name of reporting person | ||
|---|---|---|---|
| Frost Nevada Investments Trust | |||
| Check the appropriate box if a member of a Group (See Instructions) | |||
| 2 | D (a) 1 (b) |
||
| 3 | SEC use only | ||
| Source of funds (See Instructions) | |||
| 4 | 00, WC | ||
| Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||
| 5 | L | ||
| 6 | Citizenship or place of organization | ||
| FLORIDA | |||
| Numbe r of |
7 | Sole Voting Power | |
| Shares Benefic |
30,127,177.00 | ||
| ially Owned |
|||
| bv |
| Each Reporti ng Person With: |
8 | Shared Voting Power |
|---|---|---|
| 9 | Sole Dispositive Power | |
| 30,127,177.00 | ||
| 10 | Shared Dispositive Power | |
| 11 | Aggregate amount beneficially owned by each reporting person | |
| 30,127,177.00 | ||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) | |
| 17 | ||
| 13 | Percent of class represented by amount in Row (11) | |
| 3.8 % | ||
| 14 | Type of Reporting Person (See Instructions) | |
| 00 |
Comment for Type of Calculated based on 793,051,553 shares outstanding as of April 3, 2025, as Reporting Person: communicated by the Issuer to the Reporting Person.
Common Stock, par value \$0.01 per share
Name of Issuer: (b)
OPKO HEALTH, INC.
4400 BISCAYNE BLVD., MIAMI, FLORIDA , 33137.
ltem 1 This Amendment") amends and supplements the statement on Comment: Schedule 13D filed on February 15, 2007, as amended by Amendment No. 1 to the Schedule 13D filed on April 6, 2007, as amended by Amendment No. 2 to the Schedule 13D filed on August 2, 2007, as amended by Amendment No. 3 to the Schedule 13D filed on February 14, 2008, as amended by Amendment No. 4 to Schedule 13D filed on August 21, 2008, as amended by Amendment No. 5 to the Schedule 13D filed on February 26, 2009, as amended by Amendment No. 6 to the Schedule 13D filed on March 19, 2009, as amended by Amendment No. 7 to the Schedule 13D filed on October 1, 2009, as amended by Amendment No. 8 to the Schedule 13D filed on March 28, 2011, as amended by Amendment No. 9 to the Schedule 13D filed on October 24, 2011, as amended by Amendment No. 10 to the Schedule 13D filed on October 11, 2012, as amended by Amendment No. 11 to the Schedule 13D filed on March 21, 2013, as amended by Amendment No. 12 to the Schedule 13D filed on September 16, 2013,
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4 O Issuer's outstanding shares of Common Stock, based upon 793,051,553 shares of Common Stock outstanding as of April 3, 2025 as communicated by the issuer to the Reporting Person. Dr. Frost is the sole trustee of Gamma Trust and holds sole voting and dispositive power with respect to 213,751,448 shares of Common Stock.
Frost Nevada directly beneficially owns 30,127,177 shares of Common Stock. The 30,127,177 total shares of Common Stock beneficially owned by Frost Nevada constitute approximately 3.8% of the Issuer's outstanding shares of Common Stock, based upon 793,051,553 shares of Common Stock outstanding as of April 3, 2025 as communicated by the Reporting Person. Dr. Frost is the sole trustee of Frost Nevada and holds sole voting and dispositive power with respect to 30,127,177 shares of Common Stock.
Dr. Frost, as the sole trustee of Gamma Trust, may be deemed to beneficially own the 213,751,448 shares of Common Stock beneficially owned by Gamma Trust. Dr. Frost, as the sole trustee of Frost Nevada, may be deemed to beneficially own the 30,127,177 shares of Common Stock beneficially owned by Frost Nevada. In addition, the Philip and Patricia Frost Philanthropic Foundation, Inc., which is controlled by Dr. Frost and his wife, owns 2,851,830 shares of Common Stock. Dr. Frost individually owns 3,068,951 shares of Common Stock options to acquire 2,600,000 shares of Common Stock, which are exercisable within 60 days of the date hereof, and has sole voting and dispositive power over each. The 252,399,406 shares of Common Stock beneficially owned by Dr. Frost constitute approximately 31.7% of the Issuer's outstanding shares of Common Stock, based upon (i) 793,051,553 shares of Common Stock outstanding as of April 3, 2025 as communicated by the Issuer to the Reporting Person; and (ii) options to acquire 2,600,000 shares of Common Stock, which are exercisable within 60 days of the date hereof. Dr. Frost, as sole trustee of Gamma Trust, has sole voting and dispositive power over 213,751,448 shares of Common Stock. Dr. Frost, as sole trustee of Frost Nevada, has sole voting and dispositive power over 30,127,177 shares of Common Stock. Dr. Frost has shared voting and dispositive power with respect to 2,851,830 shares of Common Stock owned by the Philip and Patricia Frost Philanthropic Foundation, Inc. Dr. Frost's ownership position excludes restricted stock units that give him a contingent right to receive up to 500,000 shares of Common Stock, which will not begin to vest until July, 2026.
(c) effected any transactions in the shares of Common Stock.
In the last 60 days prior to the filing of this Amendment No. 26, Gamma Trust acquired a total of 517,434 shares of Common Stock on the open market at prices ranging from \$1.645 to \$1.745 per share for an aggregate purchase price of approximately \$882,360.00, as set forth below:
| Date | Shares of Common Stock | Aggregate Purchase Price | Weighted Average Price | ||
|---|---|---|---|---|---|
| Per Share | |||||
| February 28, 2025 | 67.434 | 115,312.14 | |||
| March 17, 2025 | 200.000 | ਟੇ | 347,813.39 | 1.7391 | |
| March 28, 2025 | 150.000 | 254,389.13 | 1.6959 | ||
| April 1, 2025 | 100,000 | 164,845.35 | 1.6485 |
(d) Except as described herein, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Issuer beneficially owned by them.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Signature: | /s/ Phillip Frost, M.D. | ||||
|---|---|---|---|---|---|
| Name/Title: | Phillip Frost, M.D., Individually | ||||
| Date: | 04/03/2025 |
Signature: Name/Title: Phillip Frost, M.D. / Sole Trustee Date: 04/03/2025
| Signature: | /s/ Phillip Frost, M.D. |
|---|---|
| Name/Title: | Phillip Frost, M.D. / Sole Trustee |
| Date: | 04/03/2025 |
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