OPKO Health Inc. — Director's Dealing 2014

Sep 29, 2014

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)Hsiao, Ph.D. Jane H 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. 09/24/2014 Officer: Vice Chairman & CTO(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 09/24/2014 M 201613 A $2.48 4472581 I See Footnote (1)Common Stock 21647795 DCommon Stock 1000000 I Chin Hsiao FamilyTrust A (2)Common Stock 1000000 I Chin Hsiao FamilyTrust B (3)Common Stock 15490546 I Frost Group (4)----- 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 Amount Price of Number of Ownership Nature of(Instr.3) or Date Execution Date Code Derivative Expiration Date of Underlying Derivative Derivative Form of IndirectExercise (MM/DD/YYYY) (MM/DD/YYYY) (Instr. 8) Securities (MM/DD/YYYY) Securities Security Securities Derivative BeneficialPrice of Acquired (Instr. 3 and 4) (Instr. 5) Beneficially Securities: OwnershipDerivative (A) or Owned Direct (D) (Instr. 4)Security Disposed 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 SharesWarrant (Right to Buy) $2.48 09/24/2014 M 201613 D 09/18/2009 09/27/2014 Common 201613 $0.00 0 I HsuStock Gamma----- 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).

Adam Logal, Attorney-in-Fact 9/25/2014 ___________________________________ ______ **Signature of Reporting Person Date

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FORM 4 (continued)

Explanation of Responses

• (1) The securities are owned directly by Hsu Gamma Investment, L.P. Dr. Hsiao is the general partner of Hsu Gamma Investment, 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 the securities for purposes of Section 16 or for any other purpose.

• (2) The securities are held by The Chin Hsiao Family Trust A, of which Jane H. Hsiao, Ph.D. is the trustee.

• (3) The securities are held by The Chin Hsiao Family Trust B, of which Jane H. Hsiao, Ph.D. is the trustee.

• (4) These securities are owned directly by 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 the securities for purposes of Section 16 or for any other purpose.