OPKO Health Inc.

Director's Dealing • Mar 3, 2018

FORM 4 Check this box if no

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 Hsiao, Ph.D. Jane H			2. Issuer Name and Ticker or Trading Symbol OPKO Health, Inc. [OPK]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ____ 10% Owner
(Last)	(First) (Middle) OPKO Health, Inc. 4400 Biscayne Blvd.		3. Date of Earliest Transaction (Month/Day/Year) 02/27/2018	X Director Officer (give title below)____ Other (specify below) X Vice Chairman & CTO
(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) X Form filed by One Reporting Person ____ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

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	10. Ownership Form of Derivative Security: Direct (D)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		Reported Transaction(s) (Instr. 4)	or Indirect (I) (Instr. 4)
5% Convertible Promissory Note	(1) \$5	02/27/2018		A		\$5,000,000		(2)	02/27/2023 (3)	Common Stock	1,000,000 (4)	\$5,000,000	\$5,000,000 (4)	D

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

Explanation of Responses:

• (1) The Reporting Person has the option, from time to time, to convert all or any portion of the outstanding principal balance of the 5% Convertible Promissory Note (the "Note"), together with accrued and unpaid interest thereon, into shares of the Issuer's common stock, par value \$0.01 per share ("Common Stock"), at a conversion price of \$5.00 per share of Common Stock.
• (2) The Note may be converted at any time prior to the Maturity Date.
• (3) The Notes will mature on February 27, 2023, unless repurchased, redeemed or converted prior to such date.
• (4) Based on the principal amount of the Note, excluding shares issuable upon conversion of accrued and unpaid interest as of the date of conversion.

Adam Logal, Attorney-in-Fact 03/01/2018

**Signature of Reporting Person Date

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