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Filing Details

Accession Number:: 0001209191-14-023459
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2014-03-27 16:22:27
Reporting Period:: 2014-03-06

Filing Date:: 2014-03-27
Accepted Time:: 2014-03-27 16:22:27
Original Submission Date:: 2014-03-10
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

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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	21,042	$0.00	7,157,267	No	4	S	Indirect	By BF Investment Enterprises, Ltd.
Common Stock	Disposition	2014-03-06	1,860,889	$0.00	7,157,267	No	4	J	Indirect	By BF Investment Enterprises, Ltd.
Common Stock	Disposition	2014-03-07	1,626,704	$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

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	4,330	$0.00	4,330	$0.10
Common Stock	Warrant (right to buy)	Disposition	2014-03-06	180	$0.00	180	$0.41
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	147	$0.00	147	$2.55
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	441	$0.00	441	$2.55
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	147	$0.00	147	$2.64
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	132	$0.00	132	$5.05
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	382,957	$0.00	382,957	$0.10
Common Stock	Warrant (right to buy)	Disposition	2014-03-06	15,957	$0.00	15,957	$0.41
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	13,000	$0.00	13,000	$2.55
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	39,000	$0.00	39,000	$2.55
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	13,000	$0.00	13,000	$2.64
Common Stock	Stock Option (right to buy)	Disposition	2014-03-06	11,700	$0.00	11,700	$5.05
Common Stock	Stock Option (right to buy)	Disposition	2014-03-07	334,763	$0.00	334,763	$0.10
Common Stock	Warrant (right to buy)	Disposition	2014-03-07	13,949	$0.00	13,949	$0.41
Common Stock	Stock Option (right to buy)	Disposition	2014-03-07	11,364	$0.00	11,364	$2.55
Common Stock	Stock Option (right to buy)	Disposition	2014-03-07	34,092	$0.00	34,092	$2.55
Common Stock	Stock Option (right to buy)	Disposition	2014-03-07	11,364	$0.00	11,364	$2.64
Common Stock	Stock Option (right to buy)	Disposition	2014-03-07	10,228	$0.00	10,228	$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	297,000	Direct
Common Stock	3,000	Indirect	By BF Management, LLC

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 (holding 1% interest in BF Investment). 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 29.4% of the membership interest in the GP for an aggregate purchase price of $100,000. The percentage of the membership interest in the GP that was previously reported as sold by the Member has been revised herein as a result of valuation results and correction to prior calculations. 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, of which (i) 297,000 shares were distributed to the reporting person and his wife, as tenants by the entirety, and are now owned directly by the reporting person, and (ii) 3,000 shares were distributed to the GP and are now owned indirectly by the reporting person in proportion disclosed in footnote 1 above.
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 (i) of which the reporting person, together with his spouse as tenants by the entirety, hold 73% limited partner interest, and (ii) of which the reporting person and his spouse, in their individual capacities, each hold 13% limited partner interest. On March 7, 2014, both the reporting person and his spouse, in their individual capacities, sold in even part an aggregate of 22.728% of their limited partner interest in BF Investment for an aggregate purchase price of $7,500,000. The percentage of limited partner interest that was previously reported as sold by the reporting person and his spouse has been revised herein as a result of valuation results and correction to prior calculations. The reporting person disclaims beneficial ownership of the Company common stock and derivative securities except to the extent of his pecuniary interest therein.
The shares held directly were erroneously reported in the Form 4 filed on March 10, 2014 as 300,000.
The reported shares are held by the GP, of which the reporting person, together with his wife as tenants by the entirety, own 70.6% membership interest. The reporting person disclaims beneficial ownership of the Company common stock 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.