TherapeuticsMD (TXMD) Form 4 TherapeuticsMD / Michael C Donegan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Donegan Michael C

(Last) (First) (Middle)

951 YAMATO ROAD

SUITE 220

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TherapeuticsMD, Inc. [ TXMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim CFO/CAO/VP of Finance

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/06/2022		M		2,300	A	$0.00(1)	4,288	D
Common Stock	12/06/2022		M		380	A	$0.00(1)	4,668	D
Common Stock	12/06/2022		M		534	A	$0.00(1)	5,202	D
Common Stock	12/06/2022		M		262	A	$0.00(1)	5,464	D
Common Stock	12/06/2022		S(2)		910	D	$4.775(3)	4,554	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00(1)	12/06/2022		M			2,300	(4)	(4)	Common Stock	2,300	$0.00	0	D
Restricted Stock Units	$0.00(1)	12/06/2022		M			380	(5)	(5)	Common Stock	380	$0.00	380	D
Restricted Stock Units	$0.00(1)	12/06/2022		M			534	(6)	(6)	Common Stock	534	$0.00	1,066	D
Restricted Stock Units	$0.00(1)	12/06/2022		M			262	(7)	(7)	Common Stock	262	$0.00	519	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of issuer common stock upon settlement. On December 6, 2022, the reporting person received 3,476 shares of issuer common stock in settlement of restricted stock units (RSUs).

2. The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $4.76 and $5.29, inclusive. The reporting person undertakes to provide to TherapeuticsMD, Inc., any security holder of TherapeuticsMD, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth.

4. The RSUs vested in two equal installments on November 24, 2021 and November 24, 2022.

5. The RSUs vest in three equal installments annually beginning March 30, 2021, becoming fully vested on March 30, 2023.

6. The RSUs will vest in three equal installments annually beginning July 1, 2022, becoming fully vested on July 1, 2024.

7. Subject to the reporting person's continuous service, the RSUs will vest in three equal installments annually, beginning September 29, 2022, becoming fully vested on September 29, 2024.

Remarks:

	/s/ Michael C. Donegan	12/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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