OPKO Health Inc. — Director's Dealing 2015

Mar 8, 2015

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2015 Estimated average burden hours per response. . . . 0.5

☑ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may 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

| 1. Name and Address of Reporting Person* FROST PHILLIP M.D. ETAL | | | 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) Officer: CEO & Chairman | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (Last) (First) (Middle) OPKO Health, Inc. 4400 Biscayne Blvd. | | | 3. Date of Earliest Transaction (MM/DD/YYYY) 03/05/2015 | | | | | | | | (Street) Miami FL 33137 | | | 4. If Amendment, Date Original Filed (MM/DD/YYYY) | 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 (MM/DD/YYYY) | 2A. Deemed Execution Date, if any (MM/DD/YYYY) | 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 Transactions (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | | | | | Code | V | Amount | (A) or (D) | Price | | | | Common Stock | | | | | | | | 2012377 | D | | Common Stock | 03/05/2015 | | P | | 100 | A | $14.3075 | 154433697 | I | | Common Stock | 03/05/2015 | | P | | 1700 | A | $14.31 | 154435397 | I | | Common Stock | 03/05/2015 | | P | | 702 | A | $14.32 | 154436099 | I | | Common Stock | 03/05/2015 | | P | | 1098 | A | $14.33 | 154437197 | I | | Common Stock | 03/05/2015 | | P | | 500 | A | $14.375 | 154437697 | I | | Common Stock | 03/05/2015 | | P | | 1200 | A | $14.3775 | 154438897 | I | | Common Stock | 03/05/2015 | | P | | 100 | A | $14.38 | 154438997 | I | | Common Stock | | | | | | | | 20091062 | I |

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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).

Philip Frost, M.D., Individually and as Trustee 3/6/2015

**Signature of Reporting Person

Date

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.

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FORM 4 (continued)

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.

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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: March 5, 2015

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

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