Sec Form 13D Filing - Nabel Gary J. filing for OPKO HEALTH INC. (OPK) - 2022-06-29

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSONS

  Gary J. Nabel, M.D., Ph.D.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  OO PF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  155,471 ⁽¹⁾

  SHARED VOTING POWER

  19,857,514 ⁽²⁾

  SOLE DISPOSITIVE POWER

  155,471 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  19,857,514 ⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  20,012,985 ^{(1) (2)}

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9% ⁽³⁾

  TYPE OF REPORTING PERSON

  IN

Includes (i) 75,471 shares of Common Stock, par value $0.01 per share (“Common Stock”), of OPKO Health, Inc., a Delaware corporation (the “Issuer”) held individually by Dr. Gary Nabel and (ii) 80,000 shares of the Issuer’s Common Stock held directly by the Nabel Family Investments LLC, for which Dr. Gary Nabel serves as the authorized agent.

Represents 19,857,514 shares of the Issuer’s Common Stock held directly by the EGN 2021 Trust, for which Dr. Gary Nabel serves as an investment advisor together with Mr. Coe Magruder. Dr. Gary Nabel disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein

This percentage is based upon 681,525,181 outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2022.

  NAME OF REPORTING PERSONS

  Elizabeth G. Nabel, M.D.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  OO PF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  113,200 ⁽¹⁾

  SHARED VOTING POWER

  19,857,514 ⁽²⁾

  SOLE DISPOSITIVE POWER

  113,200 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  19,857,514 ⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  19,970,714 ^{(1) (2)}

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9% ⁽³⁾

  TYPE OF REPORTING PERSON

  IN

Represents 113,200 shares of the Issuer’s Common Stock held individually by Dr. Elizabeth Nabel.

Represents 19,857,514 shares of the Issuer’s Common Stock held directly by the GJN 2021 Trust, for which Dr. Elizabeth Nabel serves as the co-trustee together with Coe Magruder. Dr. Elizabeth Nabel disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

This percentage is based upon 681,525,181 outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022.

  NAME OF REPORTING PERSONS

  Coe M. Magruder

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Washington, DC

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  39,715,028 ^{(1) (2)}

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  39,715,028 ^{(1) (2)}

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  39,715,028 ^{(1) (2)}

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  5.8% ⁽³⁾

  TYPE OF REPORTING PERSON

  IN

Mr. Magruder disclaims beneficial ownership of these shares..

Includes (i) 19,857,514 shares of the Issuer’s Common Stock held directly by the EGN 2021 Trust, for which Mr. Magruder serves as the sole trustee, and as investment advisor together with Dr. Gary Nabel, and (ii) 19,857,514 shares of the Issuer’s Common Stock held directly by the GJN 2021 Trust, for which Mr. Magruder serves as co-trustee together with Dr. Elizabeth Nabel.

This percentage is based upon 681,525,181 outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022.

  NAME OF REPORTING PERSONS

  EGN 2021 Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  OO PF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  19,857,514 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  19,857,514 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  19,857,514 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9% ⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Represents shares of the Issuer’s Common Stock held directly by the EGN 2021 Trust, for which Mr. Magruder serves as the sole trustee, and as investment advisor together with Dr. Gary Nabel.

This percentage is based upon 681,525,181 outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022.

  NAME OF REPORTING PERSONS

  GJN 2021 Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  OO PF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  19,857,514 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  19,857,514 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  19,857,514 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9% ⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Represents shares of the Issuer’s Common Stock held directly by the GJN 2021 Trust, for which Mr. Magruder serves as co-trustee together with Dr. Elizabeth Nabel.

This percentage is based upon 681,525,181 outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022.

  NAME OF REPORTING PERSONS

  Nabel Family Investments LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  PF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Florida

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  80,000 ⁽¹⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  80,000 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  80,000 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.01% ⁽²⁾

  TYPE OF REPORTING PERSON

  OO

Represents shares of the Issuer’s Common Stock held directly by the Nabel Family Investments LLC, for which Dr. Gary Nabel serves as the authorized agent.

This percentage is based upon 681,525,181 outstanding shares of Common Stock reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2022.

Security and Issuer.

Identity and Background.

Source and Amount of Funds or Other Consideration.

Purpose of Transaction.

the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

any change in the present board of directors or management of the Issuer including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board;

any material change in the present capitalization or dividend policy of the Issuer;

any other material change in the Issuer’s business or corporate structure;

changes in the Issuer’s Articles of Incorporation or other actions which may impede the acquisition of control of the Issuer by any person;

causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

any action similar to any of those enumerated above.

Interest in Securities of the Issuer.

Name

Gary J. Nabel, M.D.

Elizabeth G. Nabel, M.D.

Coe M. Maagruder

EGN 2021 Trust

GJN 2021 Trust

Nabel Family Investments LLC

Each Reporting Person disclaims beneficial ownership of any such shares that he, she or it does not directly own, except to the extent of any pecuniary interest therein.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Material to be Filed as Exhibits.