Michael C. Donegan - Jul 1, 2021 Form 4 Insider Report for TherapeuticsMD, Inc. (TXMD)

Role: CAO and VP Finance
Signature: /s/ Michael C. Donegan
Stock symbol: TXMD
Transactions as of: Jul 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/2/2021, 05:42 PM
Previous filing: May 12, 2021
Next filing: Oct 1, 2021

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
transaction	TXMD	Performance Stock Units	Award	$0	+160K		$0.00	160K	Jul 1, 2021	Common Stock	160K	$0.00	Direct	F1
transaction	TXMD	Restricted Stock Units	Award	$0	+80K		$0.00	80K	Jul 1, 2021	Common Stock	80K	$0.00	Direct	F2

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

Explanation of Responses:

Id	Content
F1	One half of the performance stock units (PSUs) vest based on the issuer achieving certain revenue milestones over the period from 2021 through 2023, and one half of the PSUs vest based on the issuer achieving certain earnings before interest, taxes, depreciation and amortization (EBITDA) milestones no later than December 31, 2023. In the event that any of the foregoing are not achieved, the corresponding portion of 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 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.
F2	Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest in three equal installments annually beginning July 1, 2022, becoming fully vested on July 1, 2024.

Content

One half of the performance stock units (PSUs) vest based on the issuer achieving certain revenue milestones over the period from 2021 through 2023, and one half of the PSUs vest based on the issuer achieving certain earnings before interest, taxes, depreciation and amortization (EBITDA) milestones no later than December 31, 2023. In the event that any of the foregoing are not achieved, the corresponding portion of 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 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.

Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest in three equal installments annually beginning July 1, 2022, becoming fully vested on July 1, 2024.