OPKO Health Inc.

Major Shareholding Notification • Feb 6, 2019

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

Rubin	1. Name and Address of Reporting Person Steven	D	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) 02/01/2019	X Director Officer (give title below)____ Other (specify below) X Executive VP-Administration
(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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
			Code	V	Amount	(A) or (D)	Price	(Instr. 3 and 4)	Direct (D) or Indirect (I) (Instr. 4)	Ownership (Instr. 4)
Common Stock	02/01/2019		M		24,877	A	\$0.66	5,716,792	D
Common Stock	02/01/2019		F		5,645 (1)	D	\$3.59 (2)	5,711,147	D
Common Stock								20,091,062	I	See 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)	\$0.66	02/01/2019		M			24,877	02/05/2010 (4)	02/04/2019	Common Stock	24,877	\$ 0	0	D

Explanation of Responses:

• (1) Represents the number of shares withheld by the Company for payment of the tax liability in connection with the exercise of the stock option. No shares of Common stock were sold by the reporting person in connection with this transaction. The reporting person has retained the net number of shares issued upon the exercise of the option, less the amount retained to pay the associated tax liability (19,232 shares).
• (2) Closing market price of the Company's common stock on the transaction date.
• (3) These securities are owned directly by 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 the securities for purposes of Section 16 or for any other purpose.
• (4) The options were granted on February 5, 2009 and vested on February 5, 2010.

Steven D. Rubin 02/05/2019

**Signature of Reporting Person Date

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