SEC Form 4 · accession 0001209191-15-064484
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
Aug 6, 2015
Accepted (ET)
Aug 7, 2015 · 8:49 am EDT
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 StockF2,F3 | Aug 6, 2015 | C | 1,049,971 | $7.07 | A | 156,015,068 | I | See Footnote |
| Common Stock | holding | — | — | — | 2,012,377 | D | ||
| Common StockF1 | holding | — | — | — | 20,091,062 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3% Convertible Senior Notes due 2033F3,F2 | $7.07 | Aug 6, 2015 | C | — | D | Apr 1, 2015 | Feb 1, 2033 | Common Stock | 1,049,971 | 0 | I |
Explanation of responses
- F1These 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.
- F2The reporting person converted 7,250 3% Convertible Senior Notes due 2033 (the "Notes"), or $7,250,000 principal amount of Notes on August 6, 2015, at a conversion price of $7.07 per share based on the conversion rate of 141.4827 shares of Common Stock plus an additional 3.3409 shares for an adjusted conversion rate of 144.8236 shares of Common Stock on the conversion date per $1,000 principal amount of Notes in accordance with the early conversion provisions in the Indenture, dated as of January 30, 2013, by and between the Issuer and Wells Fargo Bank, N.A. The reporting person's conversion of the Notes resulted in the acquisition of 1,049,971 shares of Common Stock.
- F3The 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.