Filing Details
- Accession Number:
- 0001209191-14-019012
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2014-03-10 18:33:52
- Reporting Period:
- 2014-03-06
- Filing Date:
- 2014-03-10
- Accepted Time:
- 2014-03-10 18:33:52
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 25743 | Therapeuticsmd Inc. | TXMD | Pharmaceutical Preparations (2834) | 870233535 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1532233 | Brian Bernick | 6800 Broken Sound Parkway Nw Third Floor Boca Raton FL 33487 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2014-03-06 | 17,893 | $0.00 | 7,157,267 | No | 4 | S | Indirect | By BF Investment Enterprises, Ltd. |
| Common Stock | Disposition | 2014-03-06 | 1,842,281 | $0.00 | 7,157,267 | No | 4 | J | Indirect | By BF Investment Enterprises, Ltd. |
| Common Stock | Disposition | 2014-03-07 | 1,771,424 | $0.00 | 7,157,267 | No | 4 | S | Indirect | By BF Investment Enterprises, Ltd. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | By BF Investment Enterprises, Ltd. |
| No | 4 | J | Indirect | By BF Investment Enterprises, Ltd. |
| No | 4 | S | Indirect | By BF Investment Enterprises, Ltd. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 3,682 | $0.00 | 3,682 | $0.10 |
| Common Stock | Warrant (right to buy) | Disposition | 2014-03-06 | 153 | $0.00 | 153 | $0.41 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 125 | $0.00 | 125 | $2.55 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 375 | $0.00 | 375 | $2.55 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 125 | $0.00 | 125 | $2.64 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 112 | $0.00 | 112 | $5.05 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 379,127 | $0.00 | 379,127 | $0.10 |
| Common Stock | Warrant (right to buy) | Disposition | 2014-03-06 | 15,797 | $0.00 | 15,797 | $0.41 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 12,870 | $0.00 | 12,870 | $2.55 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 38,610 | $0.00 | 38,610 | $2.55 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 12,870 | $0.00 | 12,870 | $2.64 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-06 | 11,583 | $0.00 | 11,583 | $5.05 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-07 | 364,545 | $0.00 | 364,545 | $0.10 |
| Common Stock | Warrant (right to buy) | Disposition | 2014-03-07 | 15,190 | $0.00 | 15,190 | $0.41 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-07 | 12,375 | $0.00 | 12,375 | $2.55 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-07 | 37,125 | $0.00 | 37,125 | $2.55 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-07 | 12,375 | $0.00 | 12,375 | $2.64 |
| Common Stock | Stock Option (right to buy) | Disposition | 2014-03-07 | 11,138 | $0.00 | 11,138 | $5.05 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 1,472,910 | 2019-01-01 | No | 4 | S | Indirect | |
| 61,372 | 2021-06-06 | No | 4 | S | Indirect | |
| 50,000 | 2012-12-31 | 2022-04-16 | No | 4 | S | Indirect |
| 150,000 | 2013-04-16 | 2022-04-16 | No | 4 | S | Indirect |
| 50,000 | 2013-12-31 | 2023-05-01 | No | 4 | S | Indirect |
| 45,000 | 2014-12-31 | 2024-01-06 | No | 4 | S | Indirect |
| 1,472,910 | 2019-01-01 | No | 4 | J | Indirect | |
| 61,372 | 2021-06-06 | No | 4 | J | Indirect | |
| 50,000 | 2012-12-31 | 2022-04-16 | No | 4 | J | Indirect |
| 150,000 | 2013-04-16 | 2022-04-16 | No | 4 | J | Indirect |
| 50,000 | 2013-12-31 | 2023-05-01 | No | 4 | J | Indirect |
| 45,000 | 2014-12-31 | 2024-01-06 | No | 4 | J | Indirect |
| 1,472,910 | 2019-01-01 | No | 4 | S | Indirect | |
| 61,372 | 2021-06-06 | No | 4 | S | Indirect | |
| 50,000 | 2012-12-31 | 2022-04-16 | No | 4 | S | Indirect |
| 150,000 | 2013-04-16 | 2022-04-16 | No | 4 | S | Indirect |
| 50,000 | 2013-12-31 | 2023-05-01 | No | 4 | S | Indirect |
| 45,000 | 2014-12-31 | 2024-01-06 | No | 4 | S | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 300,000 | Direct |
Footnotes
- The reported securities are held by BF Investment Enterprises, Ltd. ("BF Investment"), a limited partnership of which BF Management, LLC (the "GP") is the general partner. The reporting person and his wife, as tenants by the entirety, are the sole member of the GP (the "Member"). On March 6, 2014, the Member sold 25% of the membership interest in the GP for an aggregate purchase price of $100,000. The percentage of membership interest in the GP sold by the Member may be subject to further adjustment, if any, as may be required by the results of a post-closing valuation, which adjustment will be reflected in an amended Form 4. The reporting person disclaims beneficial ownership of TherapeuticsMD, Inc. (the "Company") common stock and derivative securities except to the extent of his pecuniary interest therein.
- Excludes 300,000 shares previously held indirectly by the reporting person by virtue of sole ownership by the reporting person and his spouse, as tenants by the entirety, of BF Investment, which shares were distributed to the reporting person and his wife, as tenants by the entirety, on February 28, 2014 and are now owned directly.
- On March 6, 2013, the reporting person and his spouse, as tenants by the entirety, assigned 13% of their limited parter interest in BF Investment to each of the reporting person and his wife in their individual capacities and not as tenants by the entirety.
- The reported securities are held by BF Investment, of which the reporting person, together with his spouse as tenants by the entirety, hold 76% limited partner interest and of which the reporting person and his spouse, in their individual capacities, each hold 13% limited partner interest of BF Investment. On March 7, 2014, both the reporting person and his spouse, in their individual capacities, sold in even part an aggregate of 25% of their limited partner interest in BF Investment for an aggregate purchase price of $7,500,000. The percentage of limited partner interest sold the reporting person and his spouse may be subject to further adjustment, if any, as may be required by the results of a post-closing valuation, which adjustment will be reflected in an amended Form 4. The reporting person disclaims beneficial ownership of the Company common stock and derivative securities except to the extent of his pecuniary interest therein.
- The stock option vested at the rate of 40,914 shares per month over three years from February 1, 2009. This stock option 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. The stock option, as assumed, retained the vesting schedule of the original stock option.
- The 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.
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