VERU INC. — Director's Dealing 2016

Nov 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FEMALE HEALTH CO (FHCO)
CIK: 0000863894
Period of Report: 2016-10-31

Reporting Person: BETHUNE DAVID R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-31	Common Stock, par value $.01 per share	A	140000	—	Acquired	389115	Direct
2016-10-31	Common Stock, par value $.01 per share	M	16667	—	Acquired	405782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-31	Right to Receive Common Stock	$	M	16667	Acquired	2016-10-31	Common Stock (16667)	Direct
2016-10-31	Common Stock Option	$0.95	A	140000	Acquired	2026-10-31	Common Stock (140000)	Direct
2016-10-31	Restricted Stock Units	$	A	140000	Acquired	2018-10-31	Common Stock (140000)	Direct
2016-10-31	Stock Appreciation Rights	$0.95	A	140000	Acquired	2026-10-31	Common Stock (140000)	Direct

Footnotes

F1: The reporting person had the right to receive at his election either 16,667 shares of FHCO common stock or cash based on the market value of 16,667 shares of FHCO common stock as of October 31, 2016, which was $0.95 per share. The reporting person elected to receive 16,667 shares of FHCO common stock.

F2: The reporting person has the right to receive 140,000 shares of FHCO common stock if, prior to the second anniversary of the date of grant, FHCO receives shareholder approval under NASDAQ Rule 5635(c) to (i) increase the number of authorized shares under the 2008 Stock Incentive Plan sufficient to issue such shares or (ii) adopt a new plan under which such shares would be issued. If such approval is not received by such date, such awards will be settled in cash based on the fair market value of FHCO common stock on the vesting date.

F3: The stock appreciation rights will be settled in stock if, prior to the second anniversary of the date of grant, FHCO receives shareholder approval under NASDAQ Rule 5635(c) to (i) increase the number of authorized shares under the 2008 Stock Incentive Plan sufficient to issue such shares or (ii) adopt a new plan under which such shares would be issued. If such approval is not received by such date, such rights will be settled in cash based on the fair market value of FHCO common stock on the exercise date.