Form: 4

Statement of changes in beneficial ownership of securities

February 2, 2015

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)
01/31/2015
(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 01/31/2015   M   345,480 A $ 0.6728 4,823,746 D  
Common Stock 01/31/2015   M   345,480 A $ 0.8473 5,169,226 D  
Common Stock 01/31/2015   M   345,480 A $ 1.0466 5,514,706 D  
Common Stock 01/31/2015   F   75,299 (1) D $ 11.777 (2) 5,439,407 D  
Common Stock 01/31/2015   M   22,125 A $ 1.0466 15,512,671 I See Footnote (3)
Common Stock 01/31/2015   M   22,124 A $ 0.8473 15,534,795 I See Footnote (3)
Common Stock 01/31/2015   M   22,124 A $ 0.6728 15,556,919 I See Footnote (3)
Common Stock 01/31/2015   M   4,000,000 A $ 0.4984 19,556,919 I See Footnote (3)
Common Stock 01/31/2015   M   648,700 A $ 0.3854 (4) 20,205,619 I See Footnote (3)
Common Stock 01/31/2015   M   81,085 A $ 0.0019 20,286,704 I See Footnote (3)
Common Stock 01/31/2015   F   174,119 (5) D $ 11.777 (2) 20,112,585 I See Footnote (3)
Common Stock 01/31/2015   F   21,523 (6) D $ 11.616 (7) 20,091,062 I See Footnote (3)

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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
Warrant (Right to Buy) $ 0.6728 01/31/2015   M     345,480 03/27/2007 03/27/2017 Common Stock 345,480 $ 0 0 D  
Warrant (Right to Buy) $ 0.8473 01/31/2015   M     345,480 03/27/2007 03/27/2017 Common Stock 345,480 $ 0 0 D  
Warrant (Right to Buy) $ 1.0466 01/31/2015   M     345,480 03/27/2007 03/27/2017 Common Stock 345,480 $ 0 0 D  
Warrant (Right to Buy) $ 0.4984 01/31/2015   M     4,000,000 03/27/2007 03/27/2017 Common Stock 4,000,000 $ 0 0 I See Footnote (3)
Warrant (Right to Buy) $ 0.0019 01/31/2015   M     81,085 03/27/2007 01/11/2017 Common Stock 81,085 $ 0 0 I See Footnote (3)
Warrant (Right to Buy) $ 38.54 (4) 01/31/2015   M     6,487 03/27/2007 01/11/2017 Common Stock 648,700 $ 0 0 I See Footnote (3)
Warrant (Right to Buy) $ 0.6728 01/31/2015   M     22,124 03/27/2007 03/27/2017 Common Stock 22,124 $ 0 0 I See Footnote (3)
Warrant (Right to Buy) $ 0.8473 01/31/2015   M     22,124 03/27/2007 03/27/2017 Common Stock 22,124 $ 0 0 I See Footnote (3)
Warrant (Right to Buy) $ 1.0466 01/31/2015   M     22,125 03/27/2007 03/27/2017 Common Stock 22,125 $ 0 0 I See Footnote (3)

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

 Adam Logal, Attorney-in-Fact   02/02/2015
**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. No shares of Common Stock were sold by the reporting person in connection with this transaction. The reporting person has retained the net number of shares issued upon the exercise of the option (961,141 shares).
(2) Average closing market price of the Company's common stock on the three days prior to the transaction date.
(3) 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.
(4) Each of the 6,487 warrants is exercisable into 100 shares of common stock, resulting in a total of 648,700 shares of common stock. Table II reflects the exercise price of $38.54 per warrant and Table I reflects the corresponding price of $0.3854 per share of common stock.
(5) Represents number of shares withheld by the Company at the direction of the reporting person for the payment of exercise price. No shares of Common Stock were sold by the reporting person in connection with this transaction. The reporting person has retained the net number of shares issued upon the exercise of the option (3,973,339 shares).
(6) Represents number of shares withheld by the Company at the direction of the reporting person for the payment of exercise price. No shares of Common Stock were sold by the reporting person in connection with this transaction. The reporting person has retained the net number of shares issued upon the exercise of the option (627,177 shares).
(7) Average closing market price of the Company's common stock on the five days prior to the transaction date.

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