Brian Bernick - Sep 6, 2022 Form 3 Insider Report for TherapeuticsMD, Inc. (TXMD)

Role: Co-Chief Executive Officer
Signature: /s/ Brian Bernick
Stock symbol: TXMD
Transactions as of: Sep 6, 2022
Transactions value $: $0
Form type: 3
Date filed: 9/16/2022, 04:49 PM
Next filing: Dec 9, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TXMD	Common Stock						1.96K	Sep 6, 2022	Direct
holding	TXMD	Common Stock						35.1K	Sep 6, 2022	by BF Investment Enterprises, Ltd.	F1
holding	TXMD	Common Stock						60	Sep 6, 2022	by BF Management, LLC	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TXMD	Restricted Stock Units							Sep 6, 2022	Common Stock	13.7K	$0.00	Direct	F3
holding	TXMD	Non-Qualified Stock Option (right to buy)							Sep 6, 2022	Common Stock	6K	$136.50	Direct	F4
holding	TXMD	Non-Qualified Stock Option (right to buy)							Sep 6, 2022	Common Stock	1K	$140.00	by BF Investment Enterprises, Ltd.	F1, F4
holding	TXMD	Performance Stock Units							Sep 6, 2022	Common Stock	5.2K	$0.00	Direct	F5
holding	TXMD	Performance Stock Units							Sep 6, 2022	Common Stock	4.8K	$0.00	Direct	F6
holding	TXMD	Performance Stock Units							Sep 6, 2022	Common Stock	2.4K	$0.00	Direct	F7
holding	TXMD	Performance Stock Units							Sep 6, 2022	Common Stock	3.03K	$0.00	Direct	F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 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.
F2	The reported securities are owned 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.
F3	Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the issuer. The RSUs shall vest as as follows: 5,200 RSUs shall vest in three equal installments annually beginning on March 23, 2023; 1,664 RSUs shall vest in three equal installments annually beginning on September 29, 2022; 3,200 RSUs shall vest in two equal installments annually beginning on July 1, 2023; and 1,010 RSUs shall vest on March 30, 2023. Also includes 2,610 RSUs that have vested but have not yet settled.
F4	The shares are fully vested and exercisable.
F5	The performance stock units ("PSUs") vest on April 5, 2025 based on the total shareholder return ("TSR") of the issuer over the period from April 1, 2022 to March 31, 2025 and are subject to the continuous service of the reporting person with the issuer. The number of PSUs listed is the base number of PSUs that may vest. The actual number of PSUs that will vest will be between zero and two times the base number of PSUs, depending on the TSR milestone achieved. Each PSU represents a contingent right to receive one share of common stock of the issuer.
F6	The PSUs vest based on the issuer achieving certain revenue milestones over the period from 2021 through 2023. The number of PSUs listed is the base number of PSUs that may vest. The actual number of PSUs that will vest will be between zero and two times the base number of PSUs depending on the milestones achieved. In accordance with the terms of the issuer's 2019 Stock Incentive Plan, no PSUs will vest prior to the one-year anniversary of the grant date. Each PSU represents a contingent right to receive one share of common stock of the issuer.
F7	The PSUs vest based on the issuer achieving certain earnings before interest, taxes, depreciation and amortization (EBITDA) milestones no later than December 31, 2023. The number of PSUs listed is the base number of PSUs that may vest. The actual number of PSUs that will vest will be between zero and two times the base number of PRSUs depending on the milestones achieved. In accordance with the terms of the issuer's 2019 Stock Incentive Plan, no PSUs will vest prior to the one-year anniversary of the grant date. Each PSU represents a contingent right to receive one share of common stock of the issuer.
F8	The PSUs vest upon the issuer achieving break-even of quarterly earnings before interest, taxes, depreciation and amortization (EBITDA) for a fiscal quarter no later than the quarter ending December 31, 2022, otherwise the PSUs will be forfeited. The number of PSUs listed is the base number of PSUs that may vest. The actual number of PSUs that will vest will be between zero and two times the base number of PSUs depending on when the issuer achieves break-even of quarterly EBITDA. In accordance with the terms of the issuer's 2019 Stock Incentive Plan, no PSUs will vest prior to the one-year anniversary of the grant date. Each PSU represents a contingent right to receive one share of common stock of the issuer.