SEC Form 4 · accession 0001387131-18-006797

TherapeuticsMD, Inc. · TXMD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian Bernick

Director

Period of report

Dec 12, 2018

Accepted (ET)

Dec 14, 2018 · 8:01 pm EST

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^F1	Dec 12, 2018	M	91,400	$0.1018	A	6,648,771	I	By BF Investment Enterprises, Ltd.
Common Stock^F3,F1	Dec 12, 2018	S	91,400	$4.179	D	6,557,371	I	By BF Investment Enterprises, Ltd.
Common Stock^F1	Dec 13, 2018	M	91,910	$0.1018	A	6,649,281	I	By BF Investment Enterprises, Ltd.
Common Stock^F4,F1	Dec 13, 2018	S	91,910	$4.119	D	6,557,371	I	By BF Investment Enterprises, Ltd.
Common Stock	Dec 7, 2018	G	190,000	$0.00	D	52,000	D
Common Stock^F5	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
Non-Qualified Stock Option (right to buy)^F1	$0.1018	Dec 12, 2018	M	91,400	D	Jan 1, 2012	Jan 1, 2019	Common Stock	91,400	91,910	I
Non-Qualified Stock Option (right to buy)^F1	$0.1018	Dec 13, 2018	M	91,910	D	Jan 1, 2012	Jan 1, 2019	Common Stock	91,910	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 the reported securities except to the extent of his pecuniary interest therein.
F2The 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.075 to $4.32, 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.04 to $4.25, 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.
F5The 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.