SEC Form 4 · accession 0001209191-15-008082
OPKO HEALTH, INC. · OPK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jane Ph D Hsiao
Officer — Vice Chairman & CTO · Director
Period of report
Jan 31, 2015
Accepted (ET)
Feb 2, 2015 · 6:01 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 | Jan 31, 2015 | M | 978,860 | $0.6728 | A | 22,626,655 | D | |
| Common Stock | Jan 31, 2015 | M | 978,860 | $0.8473 | A | 23,605,515 | D | |
| Common Stock | Jan 31, 2015 | M | 978,860 | $1.0466 | A | 24,584,375 | D | |
| Common StockF1,F2 | Jan 31, 2015 | F | 213,342 | $11.777 | D | 24,371,033 | D | |
| Common StockF3 | Jan 31, 2015 | M | 81,085 | $0.0019 | A | 15,571,631 | I | See Footnote |
| Common StockF4,F3 | Jan 31, 2015 | M | 648,700 | $0.3854 | A | 16,220,331 | I | See Footnote |
| Common StockF3 | Jan 31, 2015 | M | 4,000,000 | $0.4984 | A | 20,220,331 | I | See Footnote |
| Common StockF3 | Jan 31, 2015 | M | 22,124 | $0.6728 | A | 20,242,455 | I | See Footnote |
| Common StockF3 | Jan 31, 2015 | M | 22,124 | $0.8473 | A | 20,264,579 | I | See Footnote |
| Common StockF3 | Jan 31, 2015 | M | 22,125 | $1.0466 | A | 20,286,704 | I | See Footnote |
| Common StockF5,F2,F3 | Jan 31, 2015 | F | 174,119 | $11.777 | D | 20,112,585 | I | See Footnote |
| Common StockF6,F7,F3 | Jan 31, 2015 | F | 21,523 | $11.616 | D | 20,091,062 | I | See Footnote |
| Common StockF8 | holding | — | — | — | 4,472,581 | I | See Footnote | |
| Common StockF9 | holding | — | — | — | 1,000,000 | I | See Footnote | |
| Common StockF10 | holding | — | — | — | 1,000,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy) | $0.6728 | Jan 31, 2015 | M | 978,860 | D | Mar 27, 2007 | Mar 27, 2017 | Common Stock | 978,860 | 0 | D |
| Warrant (Right to Buy) | $0.8473 | Jan 31, 2015 | M | 978,860 | D | Mar 27, 2007 | Mar 27, 2017 | Common Stock | 978,860 | 0 | D |
| Warrant (Right to Buy) | $1.0466 | Jan 31, 2015 | M | 978,860 | D | Mar 27, 2007 | Mar 27, 2017 | Common Stock | 978,860 | 0 | D |
| Warrant (Right to Buy)F3 | $0.4984 | Jan 31, 2015 | M | 4,000,000 | D | Mar 27, 2007 | Mar 27, 2017 | Common Stock | 4,000,000 | 0 | I |
| Warrant (Right to Buy)F3 | $0.0019 | Jan 31, 2015 | M | 81,085 | D | Mar 27, 2007 | Jan 11, 2017 | Common Stock | 81,085 | 0 | I |
| Warrant (Right to Buy)F3,F4 | $38.54 | Jan 31, 2015 | M | 6,487 | D | Mar 27, 2007 | Jan 11, 2017 | Common Stock | 648,700 | 0 | I |
| Warrant (Right to Buy)F3 | $0.6728 | Jan 31, 2015 | M | 22,124 | D | Mar 27, 2007 | Mar 27, 2017 | Common Stock | 22,124 | 0 | I |
| Warrant (Right to Buy)F3 | $0.8473 | Jan 31, 2015 | M | 22,124 | D | Mar 27, 2007 | Mar 27, 2017 | Common Stock | 22,124 | 0 | I |
| Warrant (Right to Buy)F3 | $1.0466 | Jan 31, 2015 | M | 22,125 | D | Mar 27, 2007 | Mar 27, 2017 | Common Stock | 22,125 | 0 | I |
Explanation of responses
- F1Represents 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 (3,149,922 shares).
- F10The securities are held by The Chin Hsiao Family Trust B, of which Jane H. Hsiao, Ph.D. is the trustee.
- F2Average closing market price of the Company's common stock on the three days prior to the transaction date.
- F3These 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.
- F4Each 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.
- F5Represents 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 (3,973,339 shares).
- F6Represents 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).
- F7Average closing market price of the Company's common stock on the five days prior to the transaction date.
- F8The 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.
- F9The securities are held by The Chin Hsiao Family Trust A, of which Jane H. Hsiao, Ph.D. is the trustee.