OPKO Health Inc.

Director's Dealing • Jan 8, 2024

1/8/24, 9:00 AM Ownership Submission

		OMB APPROVAL
FORM 4		OMB Number:	3235-0287
Check this box if no		Estimated average burden hours
longer subject to Section		per response	0.5
16. Form 4 or Form 5
obligations may continue.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
See Instruction 1(b).	Washington, D.C. 20549
Check this box to indicate
that a transaction was	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
made pursuant to a
contract, instruction or	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company
written plan for the	Act of 1940
purchase or sale of equity
securities of the issuer that
is intended to satisfy the
affirmative defense
conditions of Rule 10b5-
1(c). See Instruction 10.
(Print or Type Responses)

1. Name and Address of Reporting Person * Jane H. Hsiao, Ph.D.			2. Issuer Name and Ticker or Trading Symbol OPKO Health, Inc. [ OPK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(Last) OPKO Health, Inc. 4400 Biscayne Blvd.	(First)	(Middle)	3. Date of Earliest Transaction (Month/Day/Year) 01/04/2024	__ X __ Director _ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman & CTO
Miami, FL 33137 (City)	(Street) (State)	(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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code (Instr. 8)	3. Transaction 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D)	7. Nature of Indirect Beneficial Ownership
			Code	V	Amount	(A) or (D)	Price		or Indirect (I) (Instr. 4)	(Instr. 4)
Common Stock	01/05/2024		P		150,010	A	\$ 0.8726	27,849,880	D
Common Stock								5,127,404	I	See Footnote (1)

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

1/8/24, 9:00 AM Ownership Submission

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative	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	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 Notes due 2025	\$ 1.66	01/04/2024		D			\$ 5,000,000	(2)	01/31/2025	Common Stock	\$ 5,000,000	(2)	\$ 0	D
3.75% Convertible Notes due 2029	\$ 1.15	01/04/2024		A		\$ 6,452,000		09/15/2028(3)	01/15/2029	Common Stock	\$ 6,452,000	(4)	\$ 6,452,000	D

Explanation of Responses:

• 1. The securities are owned directly by Hsu Gamma Investment, L.P. Dr. Hsiao is the general partner of Hsu Gamma Investment, 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 the securities for purposes of Section 16 or for any other purpose.
• 2. The 5% Convertible Promissory Notes due 2025 were originally entered into on February 27, 2018 and the Reporting Person had the option to convert all or any portion of the outstanding principal balance of such original notes, plus unpaid interest, into shares of the Issuer's (as defined below) common stock, par value \$0.01 per share, at a conversion price of \$5.00 per share, at any time prior to the maturity date, which was February 27, 2023. Pursuant to an amendment on February 10, 2023, the maturity date was extended to January 31, 2025, which amendment also reset the conversion price to the 10 day volume weighted average price immediately preceding the date of such amendment, plus a 25% conversion premium, or \$1.66.
• 3. Prior to September 15, 2028, holders of the 3.75% Convertible Senior Notes due 2029 will have the right to convert such notes only in certain circumstances and during specified periods and thereafter, will be convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding January 15, 2029, the maturity date.
• 4. The reporting person entered into a Convertible Note Purchase Agreement with OPKO Health, Inc. (the "Issuer") on January 4, 2024, pursuant to which the reporting person disposed of \$5,000,000 aggregate principal amount of 5% Convertible Promissory Notes due 2025, and accrued and unpaid interest thereon, in exchange for \$6,452,000 aggregate principal amount of the Issuer's 3.75% Convertible Senior Notes due 2029 in a private placement.

Signatures

Steven D. Rubin, Attorney-in-Fact 01/08/2024

Signature of Reporting Person Date

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