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TherapeuticsMD, Inc. Director's Dealing 2018

Nov 14, 2018

35134_dirs_2018-11-13_1cd1f545-6133-4404-a876-1d020b54532b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TherapeuticsMD, Inc. (TXMD)
CIK: 0000025743
Period of Report: 2018-11-08

Reporting Person: Bernick Brian (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-11-08 Common Stock M 91400 $0.1018 Acquired 6648771 Indirect
2018-11-08 Common Stock S 91400 $4.926 Disposed 6557371 Indirect
2018-11-09 Common Stock M 91400 $0.1018 Acquired 6648771 Indirect
2018-11-09 Common Stock S 91400 $4.826 Disposed 6557371 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-11-08 Non-Qualified Stock Option (right to buy) $0.1018 M 91400 Disposed 2019-01-01 Common Stock (91400) Indirect
2018-11-09 Non-Qualified Stock Option (right to buy) $0.1018 M 91400 Disposed 2019-01-01 Common Stock (91400) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 242000 Direct
Common Stock 3000 Indirect

Footnotes

F1: The reported securities are owned by BF Investment Enterprises, Ltd. ("BF Investment"). The Reporting Person (i) holds, together with his spouse as tenants by the entirety, a 70.6% membership interest in BF Management, LLC (the "GP"), the general partner of BF Investment, (ii) holds, together with his spouse as tenants by the entirety, a 73% limited partner interest in BF Investment, (iii) holds in the aggregate, with his spouse in their individual capacities, 3.272% limited partner interest in BF Investment, and (iv) serves as the Manager of the GP. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F2: The sales were made pursuant to the Reporting Person's 10b5-1 trading plan with respect to shares of Common Stock underlying options to purchase Common Stock that expire on or before January 1, 2019.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.6 to $5.05, inclusive. The Reporting Person undertakes to provide TherapeuticsMD, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.75 to $4.925, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The reported securities are held by the GP. As disclosed in footnote 1 above, the Reporting Person, together with his spouse as tenants by the entirety, holds a 70.6% membership interest in the GP. The Reporting Person disclaims beneficial ownership of the reported securities held by the GP, except to the extent of his pecuniary interest therein.