OPKO Health Inc. — Director's Dealing 2014

Apr 22, 2014

FORM 4

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*
FROST PHILLIP M.D. ET AL
OPKO Health, Inc. (OPK)
☑ Director ☐ 10% Owner
☑ Officer (give title below) ☐ Other (specify below)
Officer: CEO & Chairman
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(Last) (First) (Middle)
OPKO Health, Inc. 4400 Biscayne Blvd.
04/21/2014
(Street)
Miami FL 33137
☐ Form filed by One Reporting Person
☑ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr 3.)
(MM/DD/YYYY)
(MM/DD/YYYY)
(Instr. 8)
(Instr. 3, 4 and 5)
Following Reported Transactions
(Instr. 3 and 4)
Common Stock
Common Stock
Common Stock

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FORM 4 (continued)

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 (MM/DD/YYYY)	3A. Deemed Execution Date (MM/DD/YYYY)	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 (MM/DD/YYYY)		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)
				Code	V	Amount	(A) or (D)	Exercisable Date	Expiration Date	Title	Amount or Number of Shares

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).

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

Phillip Frost, M.D., Individually and as Trustee 4/22/2014

**Signature of Reporting Person

Date

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FORM 4 (continued)

Explanation of Responses

(1) The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.06 to $8.41, inclusive. The reporting person undertakes to provide to OPKO Health, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4.

(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.

(3) 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.

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FORM 4 (continued)

Additional Reporting Owners

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

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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: April 21, 2014

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

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