TherapeuticsMD, Inc. — Director's Dealing 2014

Mar 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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	17893.17	—	Disposed	7157267	Indirect
2014-03-06	Common Stock	J	1842280.53	$0.00	Disposed	7157267	Indirect
2014-03-07	Common Stock	S	1771423.58	—	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	3682.28	Disposed	2019-01-01	Common Stock (3682.28)	Indirect
2014-03-06	Warrant (right to buy)	$0.4074	S	153.43	Disposed	2021-06-06	Common Stock (153.43)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	S	125	Disposed	2022-04-16	Common Stock (125)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	S	375	Disposed	2022-04-16	Common Stock (375)	Indirect
2014-03-06	Stock Option (right to buy)	$2.64	S	125	Disposed	2023-05-01	Common Stock (125)	Indirect
2014-03-06	Stock Option (right to buy)	$5.05	S	112	Disposed	2024-01-06	Common Stock (112)	Indirect
2014-03-06	Stock Option (right to buy)	$0.1018	J	379127.03	Disposed	2019-01-01	Common Stock (379127.03)	Indirect
2014-03-06	Warrant (right to buy)	$0.4074	J	15797.15	Disposed	2021-06-06	Common Stock (15797.15)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	J	12870	Disposed	2022-04-16	Common Stock (12870)	Indirect
2014-03-06	Stock Option (right to buy)	$2.55	J	38610	Disposed	2022-04-16	Common Stock (38610)	Indirect
2014-03-06	Stock Option (right to buy)	$2.64	J	12870	Disposed	2023-05-01	Common Stock (12870)	Indirect
2014-03-06	Stock Option (right to buy)	$5.05	J	11583	Disposed	2024-01-06	Common Stock (11583)	Indirect
2014-03-07	Stock Option (right to buy)	$0.1018	S	364545.23	Disposed	2019-01-01	Common Stock (364545.23)	Indirect
2014-03-07	Warrant (right to buy)	$0.4074	S	15189.57	Disposed	2021-06-06	Common Stock (15189.57)	Indirect
2014-03-07	Stock Option (right to buy)	$2.55	S	12375	Disposed	2022-04-16	Common Stock (12375)	Indirect
2014-03-07	Stock Option (right to buy)	$2.55	S	37125	Disposed	2022-04-16	Common Stock (37125)	Indirect
2014-03-07	Stock Option (right to buy)	$2.64	S	12375	Disposed	2023-05-01	Common Stock (12375)	Indirect
2014-03-07	Stock Option (right to buy)	$5.05	S	11137.5	Disposed	2024-01-06	Common Stock (11137.5)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300000	Direct

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. 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 25% of the membership interest in the GP for an aggregate purchase price of $100,000. The percentage of membership interest in the GP sold by the Member may be subject to further adjustment, if any, as may be required by the results of a post-closing valuation, which adjustment will be reflected in an amended Form 4. 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, which shares were distributed to the reporting person and his wife, as tenants by the entirety, on February 28, 2014 and are now owned directly.

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, of which the reporting person, together with his spouse as tenants by the entirety, hold 76% limited partner interest and of which the reporting person and his spouse, in their individual capacities, each hold 13% limited partner interest of BF Investment. On March 7, 2014, both the reporting person and his spouse, in their individual capacities, sold in even part an aggregate of 25% of their limited partner interest in BF Investment for an aggregate purchase price of $7,500,000. The percentage of limited partner interest sold the reporting person and his spouse may be subject to further adjustment, if any, as may be required by the results of a post-closing valuation, which adjustment will be reflected in an amended Form 4. 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 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.

F6: 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.