SEC Form 4 · accession 0001209191-15-064485
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
Aug 6, 2015
Accepted (ET)
Aug 7, 2015 · 8:50 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 StockF1,F2 | Aug 6, 2015 | C | 144,823 | $7.07 | A | 4,617,404 | I | See Footnote |
| Common Stock | holding | — | — | — | 24,371,033 | D | ||
| Common StockF3 | holding | — | — | — | 1,000,000 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 1,000,000 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 20,091,062 | I | Frost Group |
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 2033F2,F1 | $7.07 | Aug 6, 2015 | C | — | D | Apr 1, 2015 | Feb 1, 2033 | Common Stock | 144,823 | 0 | I |
Explanation of responses
- F1The reporting person converted 1,000 3% Convertible Senior Notes due 2033 (the "Notes"), or $1,000,000 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 144,823 shares of Common Stock.
- F2The 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.
- F3The securities are held by The Chin Hsiao Family Trust A, of which Jane H. Hsiao, Ph.D. is the trustee.
- F4The securities are held by The Chin Hsiao Family Trust B, of which Jane H. Hsiao, Ph.D. is the trustee.
- F5These 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.