OPKO Health Inc. — Director's Dealing 2015

Sep 21, 2015

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

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 FROST PHILLIP M.D. 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) ☑ Director ☑ 10% Owner ☑ Officer (give title below) Other (specify below)
(Last) (First) (Middle) OPKO Health, Inc. 4400 Biscayne Blvd.		3. Date of Earliest Transaction (Month/Day/Year) 09/18/2015	CEO & Chairman
(Street) Miami FL 33137		4. If Amendment, Date Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) ☐ 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)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								3,068,951	D
Common Stock	09/18/2015		P		800	A	$10.37	157,358,443	I	See Footnote (1)
Common Stock	09/18/2015		P		700	A	$10.375	157,359,143	I	See Footnote (1)
Common Stock	09/18/2015		P		3,800	A	$10.38	157,362,943	I	See Footnote (1)
Common Stock	09/18/2015		P		100	A	$10.39	157,363,043	I	See Footnote (1)
Common Stock	09/18/2015		P		1,800	A	$10.4	157,364,843	I	See Footnote

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									(1)
Common Stock	09/18/2015		P		1,800	A	$10.43	157,366,643	I
See Footnote (1)
Common Stock	09/18/2015		P		1,800	A	$10.45	157,368,443	I
See Footnote (1)
Common Stock	09/18/2015		P		1,800	A	$10.47	157,370,243	I
See Footnote (1)
Common Stock								20,091,062	I
See Footnote (2)

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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 (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 Expiration Date (Month/Day/Year)		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)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Reporting Owner Name / Address	Relationships
---	---	---	---	---
	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 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

09/21/2015

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: September 18, 2015

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

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