SEC Form 4 · accession 0001387131-18-005414
TherapeuticsMD, Inc. · TXMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C.K. Milligan IV
Officer — President/Secretary · Director
Period of report
Oct 9, 2018
Accepted (ET)
Oct 11, 2018 · 7:01 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 Stock | Oct 9, 2018 | M | 125,000 | $0.1018 | A | 1,597,419 | D | |
| Common StockF2 | Oct 9, 2018 | S | 125,000 | $5.945 | D | 1,472,419 | D | |
| Common Stock | Oct 10, 2018 | M | 125,000 | $0.1018 | A | 1,597,419 | D | |
| Common StockF3 | Oct 10, 2018 | S | 125,000 | $5.757 | D | 1,472,419 | D | |
| Common StockF4 | holding | — | — | — | 434,814 | I | See footnote | |
| Common StockF5 | holding | — | — | — | 3,557,373 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy) | $0.1018 | Oct 9, 2018 | M | 125,000 | D | Jan 1, 2012 | Jan 1, 2019 | Common Stock | 125,000 | 1,407,255 | D |
| Non-Qualified Stock Option (right to buy) | $0.1018 | Oct 10, 2018 | M | 125,000 | D | Jan 1, 2012 | Jan 1, 2019 | Common Stock | 125,000 | 1,282,255 | D |
Explanation of responses
- F1The 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.81 to $5.995, 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.4 to $6, 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.
- F4By the Milligan Irrevocable Nonexempt Trust - 2014. These securities are held in a trust for the benefit of the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of these securities and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F5By John C.K. Milligan Revocable Trust U/A 08/10/2009, as amended.