TherapeuticsMD, Inc. — Director's Dealing 2023

Apr 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TherapeuticsMD, Inc. (TXMD)
CIK: 0000025743
Period of Report: 2023-04-12

Reporting Person: Walker Marlan D (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-12	Common Stock	M	3030	$0.00	Acquired	8999	Direct
2023-04-12	Common Stock	M	1010	$0.00	Acquired	10009	Direct
2023-04-12	Common Stock	M	1734	$0.00	Acquired	11743	Direct
2023-04-12	Common Stock	M	1734	$0.00	Acquired	13477	Direct
2023-04-12	Common Stock	S	1170	$3.6543	Disposed	12307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-12	Performance Stock Units	$0.00	M	3030	Disposed		Common Stock (3030)	Direct
2023-04-12	Restricted Stock Units	$0.00	M	1010	Disposed		Common Stock (1010)	Direct
2023-04-12	Restricted Stock Units	$0.00	M	1734	Disposed		Common Stock (1734)	Direct
2023-04-12	Performance Stock Units	$0.00	M	1734	Disposed		Common Stock (1734)	Direct

Footnotes

F1: The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $3.63 through $3.71, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., 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 ranges set forth.

F3: The performance stock units (PSUs) vested upon the issuer achieving break-even of quarterly earnings before interest, taxes, depreciation and amortization (EBITDA) for a fiscal quarter no later than the quarter ending December 31, 2022, otherwise the PSUs would have been forfeited. Each PSU represents a contingent right to receive one share of common stock of the issuer.

F4: Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs vested in three equal installments annually, becoming fully vested on March 30, 2023.

F5: Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest in three equal installments annually beginning March 23, 2023, becoming fully vested on March 23, 2025.

F6: The vested performance stock units (PSUs) represent PSUs deemed by the compensation committee to be vested at target due to the change in the issuer's business model. The remaining PSUs vest based on the issuer achieving certain revenue milestones over the period from 2021 through 2023. One quarter of the initial PSUs were forfeited based on the failure of the issuer to achieve certain EBITDA milestones for the year ended December 31, 2021. Each PSU represents a contingent right to receive one share of common stock of the issuer.