OPKO Health Inc.

Director's Dealing • Jun 23, 2022

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden hours
per response	0.5

Check this box if no longer subject to

Instruction 1(b).

Section 16. Form 4 or

Form 5 obligations may continue. See STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person Zerhouni, M.D. Elias	A.	2. Issuer Name and Ticker or Trading Symbol OPKO Health, Inc. [OPK]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ____ 10% Owner X
(Last) (First) (Middle) 4400 Biscayne Blvd.		3. Date of Earliest Transaction (Month/Day/Year) 05/09/2022	Director Officer (give title below)____ Other (specify below) X Vice Chairman and President
(Street) Miami FL (City) (State)	33137 (Zip)	4. If Amendment, Date Original Filed (Month/Day/Year) 05/11/2022	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person ____ Form filed by More than One Reporting Person

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)	6. Ownership Form:	7. Nature of Indirect Beneficial Ownership
			Code	V	Amount	(A) or (D)	Price	(Instr. 3 and 4)	Direct (D) or Indirect (I) (Instr. 4)	(Instr. 4)
Common Stock	(1) 05/09/2022		A		19,777,514	A	(2)	19,777,514	I	Held by the ZERHOUNI IRREVOCABLE (3) TRUST
Common Stock	(1) 05/09/2022		A		19,777,514	A	(4)	19,777,514	I	Held by the EAZ ZERAZ TRUST (5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

• (1) This Form 4 amendment is being filed to report the acquisition of shares of the Issuer's common stock by the ZERHOUNI IRREVOCABLE TRUST and the EAZ ZERAZ TRUST, in each case, pursuant to the ModeX Merger (as defined below), inadvertently omitted in the original Form 4.
• (2) Received in exchange for 2,250,000 shares of ModeX Therapeutics, Inc., a Delaware corporation ("ModeX"), held directly by the ZERHOUNI IRREVOCABLE TRUST in connection with the Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Issuer, ModeX, Orca Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, and Gary J. Nabel, solely in his capacity as sellers' representative, pursuant to which ModeX became a wholly owned subsidiary of the Issuer (the "ModeX Merger").
• (3) Shares held by the ZERHOUNI IRREVOCABLE TRUST for the benefit of the Reporting Person and his children and remoter issue, as well as certain qualifying charitable organizations, and for which an independent trustee has been appointed. The independent trustee has delegated investment authority of the trust to the Reporting Person. 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) Received in exchange for 2,250,000 shares of ModeX held directly by the EAZ ZERAZ TRUST in connection with the ModeX Merger.
• (5) Shares held by the EAZ ZERAZ TRUST for the benefit of the Reporting Person's spouse and children and remoter issue, as well as certain qualifying charitable organizations, and for which an independent trustee has been appointed. 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.

Steven D. Rubin, Attorney-in-Fact 06/22/2022

**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).

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.