OPKO Health Inc. — Director's Dealing 2014

Apr 16, 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*
Lerner Richard A
OPKO Health, Inc. (OPK)
☐ Director ☐ 10% Owner
☐ Officer (give title below) ☐ Other (specify below)
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(Last) (First) (Middle)
OPKO Health, Inc. 4400 Biscayne Blvd.
04/15/2014
(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.)
Common Stock
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
Stock Option (Right to Buy)	$1.78	04/15/2014		M		20000	D	08/01/2009	07/31/2015	Common Stock	20000	$0.00	0
Stock Option (Right to Buy)	$1.54	04/15/2014		M		20000	D	06/10/2010	06/09/2016	Common Stock	20000	$0.00	0

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).

Person 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.

Steven D. Rubin, Attorney-in-Fact 4/15/2014

**Signature of Reporting Person

Date

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FORM 4 (continued)

Explanation of Responses

(1) Represents number of shares withheld by the Company at the direction of the reporting person for the payment of exercise price. No shares of Common Stock were sold by the reporting person in connection with this transaction. The reporting person has retained the net number of shares issued upon the exercise of the option (31,872 shares).

(2) These securities are owned by Dr. Lerner's spouse and are held in the Nicola G. Lerner IRA account. 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 any other purpose.