SEC Form 4 · accession 0001209191-15-008081

OPKO HEALTH, INC. · OPK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Phillip Md Et Al Frost

Officer — CEO & Chairman · Director · 10% Owner

Frost Gamma Investments Trust

10% Owner

Period of report

Jan 31, 2015

Accepted (ET)

Feb 2, 2015 · 6:00 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000944809

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 31, 2015	M	3,080,530	$1.0466	A	148,110,559	I	See Footnote
Common Stock^F1	Jan 31, 2015	M	115,046	$1.0466	A	148,225,605	I	See Footnote
Common Stock^F1	Jan 31, 2015	M	64,242	$1.0466	A	148,289,847	I	See Footnote
Common Stock^F2,F1	Jan 31, 2015	M	6,730,454	—	A	155,020,301	I	See Footnote
Common Stock^F3,F4,F1	Jan 31, 2015	F	710,504	$11.777	D	154,309,797	I	See Footnote
Common Stock^F5	Jan 31, 2015	M	81,085	$0.0019	A	15,571,631	I	See Footnote
Common Stock^F6,F5	Jan 31, 2015	M	648,700	$0.3854	A	16,220,331	I	See Footnote
Common Stock^F5	Jan 31, 2015	M	4,000,000	$0.4984	A	20,220,331	I	See Footnote
Common Stock^F5	Jan 31, 2015	M	22,124	$0.6728	A	20,242,455	I	See Footnote
Common Stock^F5	Jan 31, 2015	M	22,124	$0.8473	A	20,264,579	I	See Footnote
Common Stock^F5	Jan 31, 2015	M	22,125	$1.0466	A	20,286,704	I	See Footnote
Common Stock^F7,F4,F5	Jan 31, 2015	F	174,119	$11.777	D	20,112,585	I	See Footnote
Common Stock^F8,F9,F5	Jan 31, 2015	F	21,523	$11.616	D	20,091,062	I	See Footnote
Common Stock	holding	—	—		—	2,012,377	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrant (Right to Buy)^F1	$0.0019	Jan 31, 2015	M	210,821	D	May 8, 2008	Jul 1, 2017	Common Stock	210,821	I
Warrant (Right to Buy)^F1	$0.6728	Jan 31, 2015	M	115,045	D	May 8, 2008	Mar 27, 2017	Common Stock	115,045	I
Warrant (Right to Buy)^F1	$0.8473	Jan 31, 2015	M	115,045	D	May 8, 2008	Mar 27, 2017	Common Stock	115,045	I
Warrant (Right to Buy)^F1	$1.0466	Jan 31, 2015	M	115,046	D	May 8, 2008	Mar 27, 2017	Common Stock	115,046	I
Warrant (Right to Buy)^F1	$0.6728	Jan 31, 2015	M	64,242	D	Jul 30, 2008	Mar 27, 2017	Common Stock	64,242	I
Warrant (Right to Buy)^F1	$0.8473	Jan 31, 2015	M	64,242	D	Jul 30, 2008	Mar 27, 2017	Common Stock	64,242	I
Warrant (Right to Buy)^F1	$1.0466	Jan 31, 2015	M	64,242	D	Jul 30, 2008	Mar 27, 2017	Common Stock	64,242	I
Warrant (Right to Buy)^F1	$0.6728	Jan 31, 2015	M	3,080,529	D	Mar 27, 2007	Mar 27, 2017	Common Stock	3,080,529	I
Warrant (Right to Buy)^F1	$0.8473	Jan 31, 2015	M	3,080,530	D	Mar 27, 2007	Mar 27, 2017	Common Stock	3,080,530	I
Warrant (Right to Buy)^F1	$1.0466	Jan 31, 2015	M	3,080,530	D	Mar 27, 2007	Mar 27, 2017	Common Stock	3,080,530	I
Warrant (Right to Buy)^F5	$0.4984	Jan 31, 2015	M	4,000,000	D	Mar 27, 2007	Mar 27, 2017	Common Stock	4,000,000	I
Warrant (Right to Buy)^F5	$0.0019	Jan 31, 2015	M	81,085	D	Mar 27, 2007	Jan 11, 2017	Common Stock	81,085	I
Warrant (Right to Buy)^F5,F6	$38.54	Jan 31, 2015	M	6,487	D	Mar 27, 2007	Jan 11, 2017	Common Stock	648,700	I
Warrant (Right to Buy)^F5	$0.6728	Jan 31, 2015	M	22,124	D	Mar 27, 2007	Mar 27, 2017	Common Stock	22,124	I
Warrant (Right to Buy)^F5	$0.8473	Jan 31, 2015	M	22,124	D	Mar 27, 2007	Mar 27, 2017	Common Stock	22,124	I
Warrant (Right to Buy)^F5	$1.0466	Jan 31, 2015	M	22,125	D	Mar 27, 2007	Mar 27, 2017	Common Stock	22,125	I

Explanation of responses

F1The 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.
F2These shares were acquired as a result of a warrant exercise with exercise prices ranging from $.0019 to $.8473, inclusive. The reporting person undertakes to provide to OPKO Health, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in footnote (2) to this Form 4.
F3Represents number of shares withheld by the Company at the direction of the reporting person for the payment of exercise price. 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 warrants (9,279,768 shares).
F4Average of closing market price of the Company's common stock on the three days prior to the transaction date.
F5These 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.
F6Each of the 6,487 warrants is exercisable into 100 shares of common stock, resulting in a total of 648,700 shares of common stock. Table II reflects the exercise price of $38.54 per warrant and Table I reflects the corresponding price of $0.3854 per share of common stock.
F7Represents number of shares withheld by the Company at the direction of the reporting person for the payment of exercise price. 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 warrant (3,973,339 shares).
F8Represents number of shares withheld by the Company at the direction of the reporting person for the payment of exercise price. 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 (627,177 shares).
F9Average of closing market price of the Company's common stock on the five days prior to the transaction date.