Frost Phillip MD Et Al's Form 4 filing
Opko Health, Inc.OPK · filed Jan 8, 2024
- Accession no.
- 0000950170-24-002735
- Filed
- Jan 8, 2024, 8:54 AM ET
- Trade date
- Jan 4-5, 2024
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 2 derivative transactions. Open-market purchases total $1.34M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Frost Phillip MD Et AlCIK 0000898860 | Director, Officer (CEO & Chairman), 10% Owner |
| Frost Gamma Investments TrustCIK 0001380896 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 5, 2024 | Common Stock | PPurchaseAcquired | +1,500,000 | $0.8964F1 | +$1,344,600 | 203,456,694 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.8537 to $0.9475, 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 purchased at each separate price within the range set forth in footnote (1) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F4
The 5% Convertible Promissory Notes due 2025 were originally 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 such original notes, plus unpaid interest, into shares of the Company'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. Pursuant to an amendment on February 10, 2023, the maturity date was extended to January 31, 2025, which amendment also reset the conversion price to the 10 day volume weighted average price immediately preceding the date of such amendment, plus a 25% conversion premium, or $1.66.
Referenced by the price of 1 transaction in Table II.
- F6
The reporting person entered into a Convertible Note Purchase Agreement with the Company on January 4, 2024, pursuant to which the reporting person disposed of $25,000,000 aggregate principal amount of 5% Convertible Promissory Notes due 2025, and accrued but unpaid interest thereon, in exchange for $32,308,000 aggregate principal amount of the Company's 3.75% Convertible Senior Notes due 2029 in a private placement.
Referenced by the price of 1 transaction in Table II.