OPKO Health Inc.

Director's Dealing • Feb 15, 2023

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Check this box if no longer subject to Section 16. Form 4 or

Washington, D.C. 20549

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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

1. Name and Address of Reporting Person PHILLIP M.D. FROST 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) 02/10/2023	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	2. Transaction	2A. Deemed	3. Transaction		4. Securities Acquired			5. Amount of Securities Beneficially	6.	7. Nature of
(Instr. 3)	Date	Execution Date, if	Code		(A) or Disposed of (D)			Owned Following Reported	Ownership	Indirect
	(Month/Day/Year)	any	(Instr. 8)		(Instr. 3, 4 and 5)			Transaction(s)	Form:	Beneficial
		(Month/Day/Year)						(Instr. 3 and 4)	Direct (D)	Ownership
									or Indirect	(Instr. 4)
						(A) or			(I)
			Code		V Amount	(D)	Price		(Instr. 4)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of	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 7. Title and Amount of Expiration Date Underlying Securities (Month/Day/Year) (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially	10. Ownership Form of Derivative	11. Nature of Indirect 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 Promissory Notes due 2023	\$5	02/10/2023		(1) D		\$25,000,000	(1)	02/27/2023	Common Stock	\$25,000,000	\$25,000,000	0	I	See Footnore (2)
5% Convertible Promissory Notes due 2025	\$1.66	02/10/2023		(1) A	\$25,000,000		(1)	01/31/2025	Common Stock	\$25,000,000	\$25,000,000	25,000,000	I	See Footnote (2)

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

	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 two reported transactions involved an amendment and restatement of an outstanding convertible promissory note (the "Original Note"), resulting in the deemed cancellation of the Original Note and the execution of an amended note (the "Amended Note"). The Original Note was 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 the Original Note, plus unpaid interest, into shares of the Issuer'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. The Amended Note extends the maturity to January 31, 2025, and resets the conversion price to the 10 day volume weighted average price immediately preceding the date of the Amended Note, plus a 25% conversion premium, or \$1.66.
• (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.

Phillip Frost, M.D., Individually and as Trustee	02/14/2023

**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).

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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 10, 2023

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

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