OPKO Health Inc. — Director's Dealing 2013

Nov 25, 2013

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)FROST PHILLIP M.D. ET AL OPKO Health, Inc. (OPK) Director 10% Owner(Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YYYY) Officer Other(give title below) (specify below)OPKO Health, Inc. 4400 Biscayne Blvd. 11/22/2013 Officer: CEO & Chairman(Street) 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)Form filed by One Reporting PersonMiami FL 33137Form filed by More than One Reporting Person(City) (State) (Zip)Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned1. Title of Security 2. Transaction 2A. Deemed 3. Transaction 4. Securities Acquired (A) or Disposed of (D) 5. Amount of 6. Ownership 7. Nature of Indirect(Instr 3.) Date Execution Code (Instr. 3, 4 and 5) Securities Form: Beneficial(MM/DD/YYYY) Date, if any (Instr. 8) Beneficially Direct (D) Ownership(MM/DD/YYYY) Owned or (Instr. 4)Following Indirect (I)Reported (Instr. 4)Transactions(Instr. 3 andCode V Amount (A) or (D) Price 4)Common Stock 11/22/2013 P 400 A $9.9297 137155859 I See Footnote (1)Common Stock 11/22/2013 P 2100 A $9.93 137157959 I See Footnote (1)Common Stock 11/22/2013 P 4200 A $10.00 137162159 I See Footnote (1)Common Stock 11/22/2013 P 1200 A $10.01 137163359 I See Footnote (1)Common Stock 11/22/2013 P 600 A $10.02 137163959 I See Footnote (1)Common Stock 11/22/2013 P 1700 A $10.03 137165659 I See Footnote (1)Common Stock 11/22/2013 P 300 A $10.04 137165959 I See Footnote (1)Common Stock 15490546 I See Footnote (2)----- End of picture text -----

FORM 4 (continued)

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----- Start of picture text ----- Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)1. 2. 3. 3A. 4. 5. 6. 7. 8. 9. 10. 11.Title of Derivative Security Conversion Transaction Deemed Transaction Number of Date Exercisable and Title and Price of Number of Ownership Nature of(Instr.3) or Date Execution Date Code Derivative Expiration Date Amount of Derivative Derivative Form of IndirectExercise (MM/DD/YYYY) (MM/DD/YYYY) (Instr. 8) Securities (MM/DD/YYYY) Underlying Security Securities Derivative BeneficialPrice of Acquired Securities (Instr. 5) Beneficially Securities: OwnershipDerivative (A) or (Instr. 3 and Owned Direct (D) (Instr. 4)Security Disposed 4) Following orof (D) Reported Indirect (I)(Instr. 3, 4 Transaction(s) (Instr. 4)and 5) (Instr. 4)Amountor(A) Numberor Exercisable Expiration ofCode V Amount (D) Date Date Title Shares----- End of picture text -----

Explanation of Responses: See attached footnotes page.

• 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).

Phillip Frost, M.D., Individually and as Trustee 11/25/2013 ___________________________________ ______ **Signature of Reporting Person Date

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FORM 4 (continued)

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 FrostNevada 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 owned directly by The Frost Group, LLC. Frost Gamma Investments Trust is a principal member of The Frost Group, LLC. 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.

FORM 4 (continued)

Additional Reporting Owners

Name: Frost Gamma Investments Trust 4400 Biscayne Blvd. Address: Miami, FL 33137 CIK: 0001380896 Relationship: 10% Owner

FORM 4 (continued)

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: November 22, 2013 Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST By: /s/ Phillip Frost, M.D., as Trustee Phillip Frost, M.D., Trustee