TherapeuticsMD, Inc. — Director's Dealing 2014

Mar 27, 2014

SEC Form 4/A — Form 4/A

Issuer: TherapeuticsMD, Inc. (TXMD)
CIK: 0000025743
Period of Report: 2014-03-06

Reporting Person: Bernick Brian (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	S	21042.36	—	Disposed	7157267	Indirect
2014-03-06	Common Stock	J	1860889.42	$0.00	Disposed	7157267	Indirect
2014-03-07	Common Stock	S	1626703.64	—	Disposed	7157267	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-06	Stock Option (right to buy)	$0.1018	S	4330.36	Disposed	2019-01-01	Common Stock (4330.36)	Indirect
2014-03-06	Warrant (right to buy)	$0.4074	S	180.43	Disposed	2021-06-06	Common Stock (180.43)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	S	147	Disposed	2022-04-16	Common Stock (147)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	S	441	Disposed	2022-04-16	Common Stock (441)	Indirect
2014-03-06	Stock Option (right to buy)	$2.64	S	147	Disposed	2023-05-01	Common Stock (147)	Indirect
2014-03-06	Stock Option (right to buy)	$5.05	S	132.3	Disposed	2024-01-06	Common Stock (132.3)	Indirect
2014-03-06	Stock Option (right to buy)	$0.1018	J	382956.6	Disposed	2019-01-01	Common Stock (382956.6)	Indirect
2014-03-06	Warrant (right to buy)	$0.4074	J	15956.72	Disposed	2021-06-06	Common Stock (15956.72)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	J	13000	Disposed	2022-04-16	Common Stock (13000)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	J	39000	Disposed	2022-04-16	Common Stock (39000)	Indirect
2014-03-06	Stock Option (right to buy)	$2.64	J	13000	Disposed	2023-05-01	Common Stock (13000)	Indirect
2014-03-06	Stock Option (right to buy)	$5.05	J	11700	Disposed	2024-01-06	Common Stock (11700)	Indirect
2014-03-07	Stock Option (right to buy)	$0.1018	S	334762.98	Disposed	2019-01-01	Common Stock (334762.98)	Indirect
2014-03-07	Warrant (right to buy)	$0.4074	S	13948.63	Disposed	2021-06-06	Common Stock (13948.63)	Indirect
2014-03-07	Stock Option (right to buy)	$2.55	S	11364	Disposed	2022-04-16	Common Stock (11364)	Indirect
2014-03-07	Stock Option (right to buy)	$2.55	S	34092	Disposed	2022-04-16	Common Stock (34092)	Indirect
2014-03-07	Stock Option (right to buy)	$2.64	S	11364	Disposed	2023-05-01	Common Stock (11364)	Indirect
2014-03-07	Stock Option (right to buy)	$5.05	S	10227.6	Disposed	2024-01-06	Common Stock (10227.6)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	297000	Direct
Common Stock	3000	Indirect

Footnotes

F1: The reported securities are held by BF Investment Enterprises, Ltd. ("BF Investment"), a limited partnership of which BF Management, LLC (the "GP") is the general partner (holding 1% interest in BF Investment). The reporting person and his wife, as tenants by the entirety, are the sole member of the GP (the "Member"). On March 6, 2014, the Member sold 29.4% of the membership interest in the GP for an aggregate purchase price of $100,000. The percentage of the membership interest in the GP that was previously reported as sold by the Member has been revised herein as a result of valuation results and correction to prior calculations. The reporting person disclaims beneficial ownership of TherapeuticsMD, Inc. (the "Company") common stock and derivative securities except to the extent of his pecuniary interest therein.

F2: Excludes 300,000 shares previously held indirectly by the reporting person by virtue of sole ownership by the reporting person and his spouse, as tenants by the entirety, of BF Investment, of which (i) 297,000 shares were distributed to the reporting person and his wife, as tenants by the entirety, and are now owned directly by the reporting person, and (ii) 3,000 shares were distributed to the GP and are now owned indirectly by the reporting person in proportion disclosed in footnote 1 above.

F3: On March 6, 2013, the reporting person and his spouse, as tenants by the entirety, assigned 13% of their limited parter interest in BF Investment to each of the reporting person and his wife in their individual capacities and not as tenants by the entirety.

F4: The reported securities are held by BF Investment (i) of which the reporting person, together with his spouse as tenants by the entirety, hold 73% limited partner interest, and (ii) of which the reporting person and his spouse, in their individual capacities, each hold 13% limited partner interest. On March 7, 2014, both the reporting person and his spouse, in their individual capacities, sold in even part an aggregate of 22.728% of their limited partner interest in BF Investment for an aggregate purchase price of $7,500,000. The percentage of limited partner interest that was previously reported as sold by the reporting person and his spouse has been revised herein as a result of valuation results and correction to prior calculations. The reporting person disclaims beneficial ownership of the Company common stock and derivative securities except to the extent of his pecuniary interest therein.

F5: The shares held directly were erroneously reported in the Form 4 filed on March 10, 2014 as 300,000.

F6: The reported shares are held by the GP, of which the reporting person, together with his wife as tenants by the entirety, own 70.6% membership interest. The reporting person disclaims beneficial ownership of the Company common stock except to the extent of his pecuniary interest therein.

F7: The stock option vested at the rate of 40,914 shares per month over three years from February 1, 2009. This stock option was assumed and re-issued pursuant to the Agreement and Plan of Merger among the Company, VitaMedMD, LLC, and VitaMed Acquisition, LLC, dated as of October 4, 2011. The stock option, as assumed, retained the vesting schedule of the original stock option.

F8: The warrant vested upon issuance on June 6, 2011. This warrant was assumed and re-issued pursuant to the Agreement and Plan of Merger among the Company, VitaMedMD, LLC, and VitaMed Acquisition, LLC, dated as of October 4, 2011.