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OPKO Health Inc.

Major Shareholding Notification Feb 22, 2021

6963_rns_2021-02-22_8421ab43-5996-41cd-b910-6f48f7809f1d.pdf

Major Shareholding Notification

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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 Section 16. Form 4 or

Form 5 obligations may STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

continue. See Instruction 1(b).

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

FROST 1. Name and Address of Reporting Person
PHILLIP 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
X
Director
10% Owner
(Last)
OPKO Health, Inc.
4400 Biscayne Blvd.
(First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year)
02/19/2021
Officer (give title below)____ Other (specify below)
X
CEO & Chairman
(Street)
Miami
(City)
FL
(State)
33137
(Zip)
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

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
3. Transaction
Code
(Instr. 8)
(Instr. 3, 4 and 5) 4. Securities Acquired (A)
or Disposed of (D)
5. Amount of Securities Beneficially
Owned Following Reported
Transaction(s)
6.
Ownership
Form:
7. Nature of
Indirect
Beneficial
(Month/Day/Year) Code V Amount (A) or
(D)
Price (Instr. 3 and 4) Direct (D)
or Indirect
(I)
(Instr. 4)
Ownership
(Instr. 4)
Common Stock 3,068,951 D
Common Stock 02/19/2021 P 8,700 A \$4.71 191,380,394 I See
Footnote
(1)
Common Stock 02/19/2021 P 3,496 A \$4.715 191,383,890 I See
Footnote
(1)
Common Stock 02/19/2021 P 24,204 A \$4.72 191,408,094 I See
Footnote
(1)
See
Common Stock 02/19/2021 P 1,000 A \$4.725 191,409,094 I See
Footnote
(1)
Common Stock 02/19/2021 P 17,589 A \$4.73 191,426,683 I See
Footnote
(1)
Common Stock 02/19/2021 P 10,204 A \$4.735 191,436,887 I See
Footnote
(1)
Common Stock 02/19/2021 P 73,207 A \$4.74 191,510,094 I See
Footnote
(1)
Common Stock 02/19/2021 P 1,320 A \$4.745 191,511,414 I See
Footnote
(1)
Common Stock 02/19/2021 P 27,262 A \$4.75 191,538,676 I See
Footnote
(1)
Common Stock 02/19/2021 P 15,179 A \$4.755 191,553,855 I See
Footnote
(1)
Common Stock 02/19/2021 P 39,845 A \$4.76 191,593,700 I See
Footnote
(1)
Common Stock 02/19/2021 P 72,400 A \$4.77 191,666,100 I See
Footnote
(1)
Common Stock 02/19/2021 P 528 A \$4.775 191,666,628 I See
Footnote
(1)
Common Stock 02/19/2021 P 50,883 A \$4.78 191,717,511 I See
Footnote
(1)
Common Stock 02/19/2021 P 5,924 A \$4.785 191,723,435 I See
Footnote
(1)
See
Common Stock 02/19/2021 P 44,745 A \$4.79 191,768,180 I Footnote
(1)
Common Stock 02/19/2021 P 1,520 A \$4.795 191,769,700 I See
Footnote
(1)
Common Stock 02/19/2021 P 72,300 A \$4.8 191,842,000 I See
Footnote
(1)
Common Stock 02/19/2021 P 892 A \$4.805 191,842,892 I See
Footnote
(1)
Common Stock 02/19/2021 P 28,802 A \$4.81 191,871,694 I See
Footnote
(1)
Common Stock 30,127,177 I See
Footnote
(2)

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)
10.
Ownership
Form of
Derivative
Security:
Direct (D)
or Indirect
(I)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount or
Number of
Shares
(Instr. 4) (Instr. 4)
Stock
Option
(Right to
Buy)
\$4.81 02/19/2021 A 400,000 (3) 02/18/2031 Common
Stock
400,000 \$
0
400,000 D
Relationships
Reporting Owner Name / Address Director 10% Owner Officer Other
FROST PHILLIP M.D. ET AL
OPKO Health, Inc.
4400 Biscayne Blvd.
Miami, FL 33137
X X CEO & Chairman
Frost Gamma Investments Trust
4400 Biscayne Blvd.
Miami, FL 33137
X

Explanation of Responses:

  • (1) 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.
  • (2) 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 five 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.

(3) This option will vest in four equal annual installments beginning February 19, 2022.

Phillip Frost, M.D., Individually and as Trustee 02/22/2021

**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.

JOINT FILER INFORMATION

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: February 19, 2021

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

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

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