Nabel Gary J. Form 4/A Filed 2022-06-22

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 ^*

Nabel Gary J.

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)
Chief Innovation Officer

(Last)

(First)

(Middle)

4400 BISCAYNE BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2022

(Street)

MIAMI, FL 33137

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
05/11/2022

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2022⁽¹⁾		A		19,777,514	A	⁽²⁾	19,777,514	I	Held by the GJN 2021 TRUST⁽³⁾
Common Stock	05/09/2022⁽¹⁾		A		19,777,514	A	⁽⁴⁾	19,777,514	I	Held by the EGN 2021 TRUST⁽⁵⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	This Form 4 amendment is being filed to report the acquisition of shares of the Issuer's common stock by the GJN 2021 TRUST and the EGN 2021 TRUST, in each case, pursuant to the ModeX Merger (as defined below), inadvertently omitted in the original Form 4.
2.	Received in exchange for 2,250,000 shares of ModeX Therapeutics, Inc., a Delaware corporation ("ModeX"), held directly by the GJN 2021 TRUST in connection with the Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Issuer, ModeX, Orca Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, and Gary J. Nabel, solely in his capacity as sellers' representative, pursuant to which ModeX became a wholly owned subsidiary of the Issuer (the "ModeX Merger").
3.	Shares held by the GJN 2021 TRUST for the benefit of the Reporting Person's spouse and descendants, and for which the Reporting Person's spouse serves as co-trustee together with an independent trustee. The Reporting Person's spouse and the independent trustee serve as investment advisors of the trust. 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 these securities for purposes of Section 16 or for any other purpose.
4.	Received in exchange for 2,250,000 shares of ModeX held directly by the EGN 2021 TRUST in connection with the ModeX Merger.
5.	Shares held by the EGN 2021 TRUST for the benefit of the Reporting Person and his descendants, and for which an independent trustee has been appointed. The Reporting Person and the independent trustee serve as investment advisors of the trust. 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 these securities for purposes of Section 16 or for any other purpose.

	Signatures
	Steven D. Rubin, Attorney-in-Fact	06/22/2022
	** Signature of Reporting Person	Date
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