Form 4 Opko Health, Inc. For: Dec 23 Filed by: Frost Gamma Investments Trust

December 24, 2014 9:47 AM EST

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
FROST PHILLIP MD ET AL

(Last) (First) (Middle)
OPKO HEALTH, INC.
4400 BISCAYNE BLVD.

(Street)
MIAMI FL 33137

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Opko Health, Inc. [ OPK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2014
4. If Amendment, Date of 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 (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) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               2,012,377 D  
Common Stock 12/23/2014   P   982 A $ 9.37 144,579,311 I See Footnote (1)
Common Stock 12/23/2014   P   7,512 A $ 9.38 144,586,823 I See Footnote (1)
Common Stock 12/23/2014   P   1,506 A $ 9.39 144,588,329 I See Footnote (1)
Common Stock 12/23/2014   P   1,600 A $ 9.4199 144,589,929 I See Footnote (1)
Common Stock 12/23/2014   P   3,300 A $ 9.42 144,593,229 I See Footnote (1)
Common Stock 12/23/2014   P   100 A $ 9.43 144,593,329 I See Footnote (1)
Common Stock 12/23/2014   P   4,075 A $ 9.44 144,597,404 I See Footnote (1)
Common Stock 12/23/2014   P   925 A $ 9.45 144,598,329 I See Footnote (1)
Common Stock 12/23/2014   P   1,312 A $ 9.465 144,599,641 I See Footnote (1)
Common Stock 12/23/2014   P   5,289 A $ 9.47 144,604,930 I See Footnote (1)
Common Stock 12/23/2014   P   3,399 A $ 9.48 144,608,329 I See Footnote (1)
Common Stock 12/23/2014   P   9,012 A $ 9.54 144,617,341 I See Footnote (1)
Common Stock 12/23/2014   P   988 A $ 9.55 144,618,329 I See Footnote (1)
Common Stock               15,490,546 I See Footnote (2)
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 Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
Phillip Frost, M.D., Individually and as Trustee 12/24/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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.
Persons who 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 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:	December 23, 2014
 
Relationship to Issuer:	10% Owner


FROST GAMMA INVESTMENTS TRUST

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




 


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