OPKO Health Inc.

Major Shareholding Notification • Jan 8, 2024

1/8/24, 8:37 AM Ownership Submission

		OMB APPROVAL
FORM 4		OMB Number:	3235-0287
Check this box if no longer		Estimated average burden hours
subject to Section 16. Form		per response	0.5
4 or Form 5 obligations
may continue. See	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Instruction 1(b).	Washington, D.C. 20549
Check this box to indicate
that a transaction was made	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
pursuant to a contract,
instruction or written plan	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company
for the purchase or sale of	Act of 1940
equity securities of the
issuer that is intended to
satisfy the affirmative
defense conditions of Rule
10b5-1(c). See Instruction
10.

(Print or Type Responses) 1. Name and Address of Reporting Person * Phillip Frost, M.D., ET AL 2. Issuer Name and Ticker or Trading Symbol OPKO Health, Inc. [ OPK ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) CEO & Chairman (Last) (First) (Middle) OPKO Health, Inc. 4400 Biscayne Blvd. 3. Date of Earliest Transaction (Month/Day/Year) 01/04/2024 (Street) Miami, FL 33137 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)	7. Nature of Indirect Beneficial Ownership
			Code	V	Amount	(A) or (D)	Price		or Indirect (I) (Instr. 4)	(Instr. 4)
Common Stock	01/05/2024		P		1,500,000	A	\$ 0.8964 (1)	203,456,694	I	See Footnote (2)
Common Stock								3,068,951	D
Common Stock								30,127,177	I	See Footnote (3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

1. Title of	2.	3. Transaction	3A. Deemed	4.	5. Number of Derivative	6. Date Exercisable and	7. Title and Amount of	8. Price of	9. Number of	10.	11. Nature
Derivative	Conversion	Date	Execution Date, if	Transaction	Securities Acquired (A) or	Expiration Date	Underlying Securities	Derivative	Derivative	Ownership	of Indirect

1/8/24, 8:37 AM Ownership Submission

Security (Instr. 3)	or Exercise Price of	(Month/Day/Year)	any (Month/Day/Year)	Code (Instr. 8)		Disposed of (D) (Instr. 3, 4, and 5)		(Month/Day/Year)		(Instr. 3 and 4)		Security (Instr. 5)	Securities Beneficially	Form of Derivative	Beneficial Ownership
	Derivative Security			Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		Owned Following Reported Transaction(s) (Instr. 4)	Security: Direct (D) or Indirect (I) (Instr. 4)	(Instr. 4)
5% Convertible Notes due 2025	\$ 1.66	01/04/2024		D			\$ 25,000,000	(4)	01/31/2025	Common Stock	\$ 25,000,000	(4)	\$ 0	I	See Footnote (2)
3.75% Convertible Notes due 2029	\$ 1.15	01/04/2024		A		\$ 32,308,000		09/15/2028(5)	01/15/2029	Common Stock	\$ 32,308,000	(6)	\$ 32,308,000	I	See Footnote (2)

Reporting Owners

	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Phillip Frost, M.D., ET AL OPKO Health, Inc. 4400 Biscayne Blvd. Miami, FL 33137	X	X	CEO & Chairman
Frost Gamma Investments Trust OPKO Health, Inc. 4400 Biscayne Blvd. Miami, FL 33137		X

Explanation of Responses:

• 1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from \$0.8537 to \$0.9475, inclusive. The reporting person undertakes to provide to OPKO Health, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4.
• 2. The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
• 3. These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of seven limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
• 4. The 5% Convertible Promissory Notes due 2025 were originally entered into on February 27, 2018 and the Reporting Person had the option to convert all or any portion of the outstanding principal balance of such original notes, plus unpaid interest, into shares of the Company's common stock, par value \$0.01 per share, at a conversion price of \$5.00 per share, at any time prior to the maturity date, which was February 27, 2023. Pursuant to an amendment on February 10, 2023, the maturity date was extended to January 31, 2025, which amendment also reset the conversion price to the 10 day volume weighted average price immediately preceding the date of such amendment, plus a 25% conversion premium, or \$1.66.
• 5. Prior to September 15, 2028, holders of the 3.75% Convertible Senior Notes due 2029 will have the right to convert such notes only in certain circumstances and during specified periods and thereafter, will be convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding January 15, 2029, which is the maturity date.

1/8/24, 8:37 AM Ownership Submission

6. The reporting person entered into a Convertible Note Purchase Agreement with the Company on January 4, 2024, pursuant to which the reporting person disposed of \$25,000,000 aggregate principal amount of 5% Convertible Promissory Notes due 2025, and accrued but unpaid interest thereon, in exchange for \$32,308,000 aggregate principal amount of the Company's 3.75% Convertible Senior Notes due 2029 in a private placement.

Signatures

Phillip Frost, M.D., Individually and as Trustee 01/08/2024

Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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 Number.

**

Name: Frost Gamma Investments Trust

Address: 4400 Biscayne Blvd. Miami, FL 33137

Designated Filer: Phillip Frost, M.D.

Issuer Name and Ticker Symbol: OPKO Health, Inc. (OPK)

Date of Earliest Transaction: January 4, 2024

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

By: /s/ Phillip Frost, M.D., as Trustee Phillip Frost, M.D., Trustee