OPKO Health Inc.

Director's Dealing • Mar 3, 2018

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

Instruction 1(b).

Washington, D.C. 20549

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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
(Last) OPKO Health, Inc. 4400 Biscayne Blvd.	(First)	(Middle)	3. Date of Earliest Transaction (Month/Day/Year) 02/27/2018	Officer (give title below)____ Other (specify below) X CEO & Chairman
(Street) Miami FL 33137 (City) (State) (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	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. 3. Transaction Conversion Date or Exercise (Month/Day/Year) Price of Derivative		3A. Deemed 4. Execution Date, if Transaction any Code (Month/Day/Year) (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	10. Ownership Form of Derivative Security:	11. Nature of Indirect Beneficial Ownership (Instr. 4)
	Security			Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		Following Reported Transaction(s) (Instr. 4)	Direct (D) or Indirect (I) (Instr. 4)
5% Convertible Promissory Note	(1) \$5	02/27/2018		A		\$25,000,000		(2)	02/27/2023 (3)	Common Stock	5,000,000 (4)	\$25,000,000	\$25,000,000 (4)	I	See Footnote (5)

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

	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 Gamma Investments Trust 4400 Biscayne Blvd. Miami, FL 33137		X

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.
• (5) 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 03/01/2018

**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).

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

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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: February 27, 2018

Relationship to Issuer: 10% Owner

FROST GAMMA INVESTMENTS TRUST

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