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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 0.1018 | 03/06/2014 | S | 3,682.28 | (5) | 01/01/2019 | Common Stock | 3,682.28 | (1) | 1,472,910 (1) | I | By BF Investment Enterprises, Ltd. | |||
| Warrant (right to buy) | $ 0.4074 | 03/06/2014 | S | 153.43 | (6) | 06/06/2021 | Common Stock | 153.43 | (1) | 61,372 (1) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.55 | 03/06/2014 | S | 125 | 12/31/2012 | 04/16/2022 | Common Stock | 125 | (1) | 50,000 (1) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.55 | 03/06/2014 | S | 375 | 04/16/2013 | 04/16/2022 | Common Stock | 375 | (1) | 150,000 (1) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.64 | 03/06/2014 | S | 125 | 12/31/2013 | 05/01/2023 | Common Stock | 125 | (1) | 50,000 (1) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 5.05 | 03/06/2014 | S | 112 | 12/31/2014 | 01/06/2024 | Common Stock | 112 | (1) | 45,000 (1) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 0.1018 | 03/06/2014 | J | 379,127.03 | (5) | 01/01/2019 | Common Stock | 379,127.03 | (3) | 1,472,910 (3) | I | By BF Investment Enterprises, Ltd. | |||
| Warrant (right to buy) | $ 0.4074 | 03/06/2014 | J | 15,797.15 | (6) | 06/06/2021 | Common Stock | 15,797.15 | (3) | 61,372 (3) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.55 | 03/06/2014 | J | 12,870 | 12/31/2012 | 04/16/2022 | Common Stock | 12,870 | (3) | 50,000 (3) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.55 | 03/06/2014 | J | 38,610 | 04/16/2013 | 04/16/2022 | Common Stock | 38,610 | (3) | 150,000 (3) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.64 | 03/06/2014 | J | 12,870 | 12/31/2013 | 05/01/2023 | Common Stock | 12,870 | (3) | 50,000 (3) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 5.05 | 03/06/2014 | J | 11,583 | 12/31/2014 | 01/06/2024 | Common Stock | 11,583 | (3) | 45,000 (3) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 0.1018 | 03/07/2014 | S | 364,545.23 | (5) | 01/01/2019 | Common Stock | 364,545.23 | (4) | 1,472,910 (4) | I | By BF Investment Enterprises, Ltd. | |||
| Warrant (right to buy) | $ 0.4074 | 03/07/2014 | S | 15,189.57 | (6) | 06/06/2021 | Common Stock | 15,189.57 | (4) | 61,372 (4) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.55 | 03/07/2014 | S | 12,375 | 12/31/2012 | 04/16/2022 | Common Stock | 12,375 | (4) | 50,000 (4) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.55 | 03/07/2014 | S | 37,125 | 04/16/2013 | 04/16/2022 | Common Stock | 37,125 | (4) | 150,000 (4) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 2.64 | 03/07/2014 | S | 12,375 | 12/31/2013 | 05/01/2023 | Common Stock | 12,375 | (4) | 50,000 (4) | I | By BF Investment Enterprises, Ltd. | |||
| Stock Option (right to buy) | $ 5.05 | 03/07/2014 | S | 11,137.5 | 12/31/2014 | 01/06/2024 | Common Stock | 11,137.5 | (4) | 45,000 (4) | I | By BF Investment Enterprises, Ltd. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bernick Brian 6800 BROKEN SOUND PARKWAY NW THIRD FLOOR BOCA RATON, FL 33487 |
X | |||
| Brian Bernick | 03/10/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |