OPKO Health Inc. — Director's Dealing 2018

Mar 5, 2018

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Check this box if no longer subject to Section 16. Form 4 or

Instruction 1(b).

Form 5 obligations may continue. See 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 PHILLIP M.D. FROST 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) X X Director 10% Owner Officer (give title below)____ Other (specify below)
(Last) OPKO Health, Inc. 4400 Biscayne Blvd.	(First)	(Middle)	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2018	X CEO & Chairman
(Street) Miami (City)	FL (State)	33137 (Zip)	4. If Amendment, Date Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) ____ Form filed by One Reporting Person X Form filed by More than One Reporting Person

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		3. Transaction Code (Instr. 8)		Disposed of (D) (Instr. 3, 4 and 5)	4. Securities Acquired (A) or	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)	6. Ownership Form:	7. Nature of Indirect Beneficial
		(Month/Day/Year)	Code	V	Amount	(A) or (D)	Price	(Instr. 3 and 4)	Direct (D) or Indirect (I) (Instr. 4)	Ownership (Instr. 4)
Common Stock								3,068,951	D
Common Stock	03/02/2018		P		364,800	A	\$2.9433 (1)	1,875,300	I	See Footnote (2)
Common Stock								164,234,443	I	See Footnote (3)
										See

Common Stock			20,091,062	I	Footnote (4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of		2.	3. Transaction	3A. Deemed	4.		5. Number		6. Date Exercisable and			7. Title and	8. Price of	9. Number of	10.	11. Nature
Security	Derivative	Conversion or Exercise	Date (Month/Day/Year)	Execution Date, if any	Transaction Code		of Derivative		Expiration Date (Month/Day/Year)			Amount of Underlying	Derivative Security	Derivative Securities	Ownership Form of	of Indirect Beneficial
(Instr. 3)		Price of Derivative		(Month/Day/Year)	(Instr. 8)		Securities Acquired					Securities (Instr. 3 and 4)	(Instr. 5)	Beneficially Owned	Derivative Security:	Ownership (Instr. 4)
		Security					(A) or							Following	Direct (D)
							(D)	Disposed of						Reported Transaction(s)	or Indirect (I)
							(Instr. 3, 4, and 5)							(Instr. 4)	(Instr. 4)
												Amount
									Date	Expiration		or Number
					Code	V	(A)	(D)	Exercisable	Date	Title	of Shares

	Relationships
Reporting Owner Name / Address	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 Nevada Investments Trust 4400 Biscayne Blvd. Miami, FL 33137		X

Explanation of Responses:

• (1) The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from \$2.52 to \$3.27, 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) These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P. 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) 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.
• (4) 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 03/05/2018

**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).

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.

JOINT FILER INFORMATION

Name: Frost Nevada Investments Trust

Address: 4400 Biscayne Blvd. Miami, FL 33137

Designated Filer: Phillip Frost, M.D.

Issuer Name and Ticker Symbol: OPKO Health, Inc. (OPK)

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Date of Earliest Transaction: March 2, 2018

Relationship to Issuer: 10% Owner

FROST NEVADA INVESTMENTS TRUST

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