Form: 4

Statement of changes in beneficial ownership of securities

April 15, 2014

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rubin Steven D
   2. Issuer Name and Ticker or Trading Symbol
Opko Health, Inc. [OPK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP-Administration
(Last)
(First)
(Middle)
OPKO HEALTH, INC., 4400 BISCAYNE BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
04/11/2014
(Street)

MIAMI, FL 33137		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/11/2014   M   500,000 A $ 4.88 4,769,855 D  
Common Stock 04/11/2014   M   200,000 A $ 1.65 4,969,855 D  
Common Stock 04/11/2014   F   312,289 (1) D $ 8.87 (2) 4,657,566 D  
Common Stock 04/14/2014   S   100,000 (3) D $ 8.577 (4) 4,557,566 D  
Common Stock 04/15/2014   S   79,300 (3) D $ 8.1036 (5) 4,478,266 D  
Common Stock               15,490,546 I See Footnote (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 4.88 04/11/2014   M     500,000   (7) 05/03/2014 Common Stock 500,000 $ 0 0 D  
Stock Option (Right to Buy) $ 1.65 04/11/2014   M     200,000   (8) 04/28/2015 Common Stock 200,000 $ 0 0 D  
Stock Option (Right to Buy) $ 8.37 04/14/2014   A   350,000     (9) 04/13/2024 Common Stock 350,000 $ 0 350,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rubin Steven D
OPKO HEALTH, INC.
4400 BISCAYNE BLVD.
MIAMI, FL 33137		   X     Executive VP-Administration  

Signatures

 Steve D. Rubin   04/15/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents number of shares withheld by the Company at the direction of the reporting person for the payment of exercise price in connection with the exercise of stock options. The reporting person has retained the net number of shares issued upon the exercise of the option (387,711 shares).
(2) Closing market price of the Company's common stock on the transaction date.
(3) The shares sold on April 14 and 15, 2014 were sold to pay/satisfy federal and/or state tax withholding in connection with a stock option exercise on April 11, 2014. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
(4) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.20 to $8.82, inclusive. The reporting person undertakes to provide to OPKO Health, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.
(5) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.40, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.
(6) These 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.
(7) The options were granted on May 3, 2007 and vested in four equal installments beginning on May 3, 2008.
(8) The options were granted on April 28, 2008 and vested in four equal installments beginning on April 28, 2009.
(9) This option will vest in four equal annual installments beginning April 14, 2015.

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