OPKO Health Inc. — Director's Dealing 2015

Sep 15, 2015

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Check this box if no longer Washington, D.C. 20549 subject to Section 16. Form 4 or Form 5 obligations may STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES continue. See Instruction 1(b). 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 IssuerFROST PHILLIP M.D. ET AL OPKO Health, Inc. [ OPK ] (Check all applicable) X Director X 10% Owner(Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) X Officer (give title below) ____ Other (specify below)OPKO Health, Inc. 09/14/2015 CEO & Chairman4400 Biscayne Blvd.(Street) 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line)Miami FL 33137 ____ Form filed by One Reporting Person X Form 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 5. Amount of Securities Beneficially Owned 6. 7. Nature(Instr. 3) Date Execution Date, Code Disposed of (D) Following Reported Transaction(s) Ownership of Indirect(Month/Day/Year) if any (Instr. 8) (Instr. 3, 4 and 5) (Instr. 3 and 4) Form: Beneficial(Month/Day/Year) Direct (D) Ownershipor Indirect (Instr. 4)(A) or (I)Code V Amount (D) Price (Instr. 4)Common Stock 3,068,951 DSeeCommon Stock 09/14/2015 P 5,000 A $10.02 157,309,843 I Footnote(1)SeeCommon Stock 09/14/2015 P 10,000 A $10.03 157,319,843 I Footnote(1)SeeCommon Stock 20,091,062 I Footnote(2)----- End of picture text -----

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of DerivativeSecurity(Instr. 3)	2. Conversionor ExercisePrice ofDerivativeSecurity	3. TransactionDate(Month/Day/Year)	3A. DeemedExecution Date,if any(Month/Day/Year)	4. TransactionCode(Instr. 8)	4. TransactionCode(Instr. 8)	5. Number ofDerivative SecuritiesAcquired (A) orDisposed of (D)(Instr. 3, 4, and 5)	5. Number ofDerivative SecuritiesAcquired (A) orDisposed of (D)(Instr. 3, 4, and 5)	6. Date Exercisableand Expiration Date(Month/Day/Year)	6. Date Exercisableand Expiration Date(Month/Day/Year)	7. Title and Amount ofUnderlying Securities(Instr. 3 and 4)	7. Title and Amount ofUnderlying Securities(Instr. 3 and 4)	8. Price ofDerivativeSecurity(Instr. 5)	9. Number ofDerivativeSecuritiesBeneficiallyOwnedFollowingReportedTransaction(s)(Instr. 4)	10.OwnershipForm ofDerivativeSecurity:Direct (D)or Indirect(I)(Instr. 4)	11. Natureof IndirectBeneficialOwnership(Instr. 4)
				Code	V	(A)	(D)	DateExercisable	ExpirationDate	Title	Amount or Number ofShares

Reporting Owner Name / Address	Relationships	Relationships	Relationships
	Director	10% Owner	Officer	Other
FROST PHILLIP M.D. ET ALOPKO Health, Inc.4400 Biscayne Blvd.Miami,FL 33137	X	X
			CEO & Chairman
Frost Gamma Investments Trust4400 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.

• (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.

Phillip Frost, M.D., Individually and as Trustee 09/15/2015 **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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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: September 14, 2015 Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

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