Phillip Frost - Sep 27, 2024 Form 4 Insider Report for OPKO HEALTH, INC. (OPK)

Role: CEO & Chairman, Director, 10%+ Owner
Signature: Phillip Frost, M.D., Individually and as Trustee
Stock symbol: OPK
Transactions as of: Sep 27, 2024
Transactions value $: $1,845,000
Form type: 4
Date filed: 9/27/2024, 05:22 PM
Previous filing: Sep 27, 2024
Next filing: Oct 11, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OPK	3.75% Convertible Notes due 2029	Purchase	$1.85M				$35.3M	Sep 27, 2024	Common Stock	1.6M	$1.15	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 3.75% Convertible Senior Notes due 2029 (the "Convertible Notes") were issued on January 9, 2024 under, and are governed by, an indenture, dated as of January 9, 2024 (the "Indenture"), by and between the OPKO Health, Inc., a Delaware corporation (the "Company") and U.S. Bank Trust Company, National Association, as trustee. Prior to September 15, 2028, holders of the Convertible Notes will have the right to convert such notes only in certain circumstances and during specified periods and thereafter, will be convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding January 15, 2029, which is the maturity date, at a conversion price of $1.15, subject to adjustment as set forth in the Indenture. Interest accrues on the unpaid principal amount at a rate equal to 3.75% per annum and is payable semiannually in arrears on January 15 and July 15 of each year.
F2	The 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.

Content

The 3.75% Convertible Senior Notes due 2029 (the "Convertible Notes") were issued on January 9, 2024 under, and are governed by, an indenture, dated as of January 9, 2024 (the "Indenture"), by and between the OPKO Health, Inc., a Delaware corporation (the "Company") and U.S. Bank Trust Company, National Association, as trustee. Prior to September 15, 2028, holders of the Convertible Notes will have the right to convert such notes only in certain circumstances and during specified periods and thereafter, will be convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding January 15, 2029, which is the maturity date, at a conversion price of $1.15, subject to adjustment as set forth in the Indenture. Interest accrues on the unpaid principal amount at a rate equal to 3.75% per annum and is payable semiannually in arrears on January 15 and July 15 of each year.

The 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.