SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

UPPALURI SUBBARAO V

(Last)

(First)

(Middle)

4400 BISCAYNE BOULEVARD, 15TH FLOOR

(Street)

MIAMI

33137

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2007

3. Issuer Name and Ticker or Trading Symbol
Opko Health, Inc. [ OPK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP- CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,754,282	D
Common Stock	15,490,546	I	See Footnote ^{( 1 )}

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (Right to Buy)	^{( 2 )}	03/27/2017	Common Stock	4,000,000	0.4984	I	See Footnote ^{( 3 )}
Warrants (Right to Buy)	^{( 2 )}	01/11/2017	Common Stock	81,085	0.0002	I	See Footnote ^{( 4 )}
Warrants (Right to Buy)	^{( 2 )}	01/11/2017	Common Stock	6,487	38.54	I	See Footnote ^{( 4 )}
Warrants (Right to Buy)	^{( 2 )}	03/27/2017	Common Stock	22,124	0.672	I	See Footnote ^{( 4 )}
Warrants (Right to Buy)	^{( 2 )}	03/27/2017	Common Stock	22,124	0.8473	I	See Footnote ^{( 4 )}
Warrants (Right to Buy)	^{( 2 )}	03/27/2017	Common Stock	22,125	1.0467	I	See Footnote ^{( 4 )}
Warrants (Right to Buy)	^{( 2 )}	03/27/2017	Common Stock	316,690	0.6728	D
Warrants (Right to Buy)	^{( 2 )}	03/27/2017	Common Stock	316,690	0.8473	D
Warrants (Right to Buy)	^{( 2 )}	03/27/2017	Common Stock	316,690	1.0466	D

Explanation of Responses:

1. 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 purposes.

2. These warrants are immediately exercisable.

3. These warrants were acquired by The Frost Group as part of the consideration paid by the issuer for a line of credit extended by The Frost Group to the issuer in connection with the merger of Froptix Corporation into a wholly-owned subsidiary of the issuer.

4. The Frost Group acquired these securities in connection with the merger of Acuity Pharmaceuticals, Inc. into a wholly-owned subsidiary of the issuer in exchange for securities of Acuity held by The Frost Group immediately before the merger. On the effective date of the merger the closing sales price of the issuer's common stock was $3.28 per share.

Remarks:

	/s/Subbarao Uppaluri	07/16/2007
	** 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 5 (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).
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