SEC Form 4 · accession 0001387131-16-005309
TherapeuticsMD, Inc. · TXMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Bernick
Director
Period of report
May 6, 2016
Accepted (ET)
May 6, 2016 · 7:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000025743
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 6, 2016 | X | 61,372 | $0.4074 | A | 6,557,371 | I | By BF Investment Enterprises, Inc. |
| Common Stock | holding | — | — | — | 297,000 | D | ||
| Common StockF2 | holding | — | — | — | 3,000 | I | By BF Management, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F3,F4 | $0.4074 | May 6, 2016 | X | 61,372 | A | — | Jun 6, 2021 | Common Stock | 61,372 | 0 | I |
Explanation of responses
- F1The 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 TherapeuticsMD, Inc. (the "Company") common stock except to the extent of his pecuniary interest therein.
- F2The 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 Company common stock held by the GP, except to the extent of his pecuniary interest therein.
- F3The 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.
- F4The warrant expires on June 6, 2016, however, due to a scrivener's error, the expiration of the warrant on prior filings was listed as June 6, 2021.