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* FROST PHILLIP MD ET AL (Last) (First) (Middle) 4400 BISCAYNE BLVD (Street) MIAMI FL 33137-3227 (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 X 10% Owner Officer (give title below) Other (specify below)
	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) Form filed by One Reporting Person X 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		9,803,249	D	(1)	0	I	Frost Gamma Investments Trust(2)

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)	$0.65	08/29/2013		D			25,000	(3)	02/05/2019	Common Stock	25,000	(3)	0	D
Stock Option (right to buy)	$5.47	08/29/2013		D			55,000	(4)	08/04/2021	Common Stock	55,000	(4)	0	D
Stock Option (right to buy)	$4.74	08/29/2013		D			542,000	(5)	02/04/2023	Common Stock	542,000	(5)	0	D

1. Name and Address of Reporting Person* FROST PHILLIP MD ET AL (Last) (First) (Middle) 4400 BISCAYNE BLVD (Street) MIAMI FL 33137-3227 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Frost Gamma Investments Trust (Last) (First) (Middle) 4400 BISCAYNE BOULEVARD, 15TH FLOOR (Street) MIAMI FL 33137 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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. These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder.

3. Pursuant to the Merger Agreement, this option, which vested in 1 installment on February 5, 2010, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 24,877 shares of OPKO Common Stock at an exercise price of $0.66 per share.

4. Pursuant to the Merger Agreement, this option, which vested in 1 installment on August 4, 2012, was assumed by OPKO at the effective time of the Merger and replaced with an option to purchase 54,730 shares of OPKO Common Stock at an exercise price of $5.50 per share.

5. 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 539,344 shares of OPKO Common Stock at an exercise price of $4.77 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.

Remarks:

Exhibit List: Exhibit 99 -- Joint Filer Information

	/s/ Phillip Frost, M.D., Individually and as Trustee	09/03/2013
	** Signature of Reporting Person	Date
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