SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HAVRON ABRAHAM (Last) (First) (Middle) 7 GOLDA MEIR STREET, WEIZMANN SCIENCE PARK (Street) NES-ZIONA L3 74140 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROLOR Biotech, Inc. [ PBTH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 08/29/2013
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2013		D		345,643	D	(1)	0	D

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: 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)	$0.88	08/29/2013		D			31,286	(2)	12/14/2015	Common Stock	31,286	(2)	0	D
Stock Option (right to buy)	$0.88	08/29/2013		D			145,048	(3)	12/14/2016	Common Stock	145,048	(3)	0	D
Stock Option (right to buy)	$2	08/29/2013		D			200,000	(4)	05/09/2017	Common Stock	200,000	(4)	0	D
Stock Option (right to buy)	$0.9	08/29/2013		D			900,000	(5)	03/01/2018	Common Stock	900,000	(5)	0	D
Stock Option (right to buy)	$0.65	08/29/2013		D			100,000	(6)	02/01/2019	Common Stock	100,000	(6)	0	D
Stock Option (right to buy)	$2.4	08/29/2013		D			200,000	(7)	01/10/2020	Common Stock	200,000	(7)	0	D
Stock Option (right to buy)	$6.47	08/29/2013		D			200,000	(8)	12/31/2020	Common Stock	200,000	(8)	0	D
Stock Option (right to buy)	$4.74	08/29/2013		D			400,000	(9)	02/04/2023	Common Stock	400,000	(9)	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger, dated as of April 23, 2013 (the "Merger Agreement"), by and among the Issuer, OPKO Health, Inc. ("OPKO") and POM Acquisition, Inc. ("POM"), a wholly-owned subsidiary of OPKO formed for the purpose of facilitating the merger of POM with and into the Issuer (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.00001 per share, of the Issuer was cancelled and converted into the right to receive 0.9951 of a share of common stock, par value $0.01 per share, of OPKO ("OPKO Common Stock"). The OPKO Common Stock has a market value of $8.49 per share (based on the closing price per share of OPKO Common Stock on August 29, 2013, the effective date of the Merger).

2. Pursuant to the Merger Agreement, this option, which was issued on December 14, 2005 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 31,132 shares of OPKO Common Stock at an exercise price of $0.89 per share.

3. Pursuant to the Merger Agreement, this option, which was issued on December 14, 2006 and was fully vested upon issuance, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 144,337 shares of OPKO Common Stock at an exercise price of $0.89 per share.

4. Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on May 9, 2008, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.01 per share.

5. Pursuant to the Merger Agreement, this option, which vested in 4 equal annual installments beginning on March 1, 2009, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 895,590 shares of OPKO Common Stock at an exercise price of $0.91 per share.

6. Pursuant to the Merger Agreement, this option, which vested in 3 equal annual installments beginning on February 4, 2010, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 99,510 shares of OPKO Common Stock at an exercise price of $0.66 per share.

7. Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on January 11, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $2.42 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable.

8. Pursuant to the Merger Agreement, this option, which provided for vesting in 4 equal annual installments beginning on December 31, 2011, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 199,020 shares of OPKO Common Stock at an exercise price of $6.51 per share. In addition, pursuant to the stock option agreement governing this option, at the effective time of the Merger this option became fully vested and exercisable.

9. Pursuant to the Merger Agreement, this option, which provided for vesting in 12 equal monthly installments beginning on March 4, 2013, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 398,040 shares of OPKO Common Stock at an exercise price of $4.77 per share. The reporting person waived the right to the acceleration of the vesting of these options at the effective time of the Merger pursuant to the stock option agreement governing this option.

	/s/ Abraham Havron	09/03/2013
	** Signature of Reporting Person	Date
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