SEC Form 4 · accession 0001209191-18-014965
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
Feb 27, 2018
Accepted (ET)
Mar 1, 2018 · 4:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000944809
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5% Convertible Promissory NoteF4,F5,F1,F2,F3 | $5.00 | Feb 27, 2018 | A | — | A | — | Feb 27, 2023 | Common Stock | 5,000,000 | — | I |
Explanation of responses
- F1The Reporting Person has the option, from time to time, to convert all or any portion of the outstanding principal balance of the 5% Convertible Promissory Note (the "Note"), together with accrued and unpaid interest thereon, into shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), at a conversion price of $5.00 per share of Common Stock.
- F2The Note may be converted at any time prior to the Maturity Date.
- F3The Notes will mature on February 27, 2023, unless repurchased, redeemed or converted prior to such date.
- F4Based on the principal amount of the Note, excluding shares issuable upon conversion of accrued and unpaid interest as of the date of conversion.
- F5The 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.