LifeMD (LFMD) Form 4 LifeMD / John R Strawn Jr 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^*

Strawn John R Jr

(Last) (First) (Middle)

C/O LIFEMD, INC.

800 THIRD AVE, STE 2800

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LifeMD, Inc. [ LFMD ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2021

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, par value $0.01	04/18/2021		M		200,000	A	$1	203,467(1)	D
Common Stock, par value $0.01	04/18/2021		F		20,060(2)	D	$9.97	183,407	D
Common Stock, par value $0.01	04/18/2021		M		100,000	A	$2	283,407	D
Common Stock, par value $0.01	04/18/2021		F		20,060(3)	D	$9.97	263,347	D
Common Stock, par value $0.01								60,000	I	Strawn Pickens LLP(4)

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
Option	$1	04/18/2021		M			200,000	04/20/2011	04/20/2021	Common Stock, par value $0.01	200,000(5)	$0	0	D
Option	$2	04/18/2021		M			100,000	04/20/2011	04/20/2021	Common Stock, par value $0.01	100,000(6)	$0	0	D

Explanation of Responses:

1. The Amount of Securities Beneficially Owned reflects a correction of an additional 467 shares from previous Form 3/A filing of the reporting person.

2. Reflects 20,060 shares withheld by issuer to fund the cashless exercise of 200,000 options pursuant to the Reporting Person's Stock Option Agreement.

3. Reflects 20,060 shares withheld by issuer to fund the cashless exercise of 100,000 options pursuant to the Reporting Person's Stock Option Agreement.

4. Mr. Strawn has shared voting and dispositive power and as partner of Strawn Pickens LLP he shares a pecuniary interest. The shares were subject to a 1-for-5 reverse stock split in October, 2020.

5. The original grant of 1,000,000 common stock options was subject to a 1-for-5 reverse stock split in October, 2020. The exercise reported herein is the shares remaining after the split.

6. The original grant of 500,000 common stock options was subject to a 1-for-5 reverse stock split in October, 2020. The exercise reported herein is the shares remaining after the split.

	/s/ John R. Strawn, Jr.	04/22/2021
	** 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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