Sec Form 4 Filing - Rubin Steven D @ Opko Health, Inc. - 2014-04-11

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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 (MM/DD/YY) 04/11/2014 (Street) MIAMI, FL33137 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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, FL33137 X Executive VP-Administration Signatures Steve D. Rubin 04/15/2014 Signature of Reporting Person Date

Explanation of Responses:

( 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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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