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OPKO Health Inc.

Director's Dealing Jul 3, 2019

6963_rns_2019-07-03_0f7a4f99-9b91-4577-a7ba-84cc42383fb7.pdf

Director's Dealing

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FORM 4

Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0287 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 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)
07/01/2019
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
(Instr. 3)
2. Transaction
Date
(Month/Day/Year)
2A. Deemed
Execution Date, if
any
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
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 07/02/2019 P 24,945 A \$2.415 29,902,122 I See
Footnote
(1)
Common Stock 07/02/2019 P 25,055 A \$2.42 29,927,177 I See
Footnote
(1)
Common Stock 164,234,443 I See
Footnote
(2)
See
See
Common Stock 20,091,062 I Footnote
(3)

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
(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
Reported
Transaction(s)
10.
Ownership
Form of
Derivative
Security:
Direct (D)
or Indirect
(I)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount or
Number of
Shares
(Instr. 4) (Instr. 4)
Stock
Option
(Right to
Buy)
\$2.47 07/01/2019 A 350,000 (4) 06/30/2029 Common
Stock
350,000 \$
0
350,000 D
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) 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.
  • (2) 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.

  • (3) 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.
  • (4) This option will vest in four equal annual installments beginning July 1, 2020.

Phillip Frost, Individually and as Trustee 07/03/2019

**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.

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)

Date of Earliest Transaction: July 2, 2019

Relationship to Issuer: 10% Owner

FROST NEVADA INVESTMENTS TRUST

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

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