Form: 4

Statement of changes in beneficial ownership of securities

February 14, 2023

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HSIAO JANE PH D

(Last) (First) (Middle)
OPKO HEALTH, INC.
4400 BISCAYNE BLVD.

(Street)
MIAMI FL 33137

(City) (State) (Zip)
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)
Vice Chairman & CTO
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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
5% Convertible Promissory Notes due 2023 $5 02/10/2023 D(1) $5,000,000 (1) 02/27/2023 Common Stock $5,000,000 $5,000,000 $0.00 D
5% Convertible Promissory Notes due 2025 $1.66 02/10/2023 A(1) $5,000,000 (1) 01/31/2025 Common Stock $5,000,000 $5,000,000 $5,000,000 D
Explanation of Responses:
1. The two reported transactions involved an amendment and restatement of an outstanding convertible promissory note (the "Original Note"), resulting in the deemed cancellation of the Original Note and the execution of an amended note (the "Amended Note"). The Original Note was entered into on February 27, 2018 and the Reporting Person had the option to convert all or any portion of the outstanding principal balance of the Original Note, plus unpaid interest, into shares of the Issuer's common stock, par value $0.01 per share, at a conversion price of $5.00 per share, at any time prior to the maturity date, which was February 27, 2023. The Amended Note extends the maturity to January 31, 2025, and resets the conversion price to the 10 day volume weighted average price immediately preceding the date of the Amended Note, plus a 25% conversion premium, or $1.66.
Remarks:
Steven D. Rubin, Attorney-in-Fact 02/14/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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