LifeMD (LFMD) Form 4 LifeMD / Happy David Walters 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^*

Walters Happy David

(Last) (First) (Middle)

C/O LIFEMD, INC, 800 THIRD AVENUE,

SUITE 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)
02/24/2021

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 $0.001	02/24/2021		A		1,200,000(1)	A	$0(2)	1,200,000	I(3)	Blue Horizon Consulting, LLC
Common Stock, par value $0.001	02/24/2021		J		800,000(4)	A	$0	1,336,300(5)	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

Explanation of Responses:

1. 800,000 not then but now issuable shares deemed acquired from Issuer by Blue Horizon Consulting LLC in October 2020, as a result of Issuer's attainment of specified revenue targets at that time, and 400,000 not then but now issuable shares deemed acquired from Issuer by Blue Horizon Consulting LLC in December 2020, as a result of Issuer's attainment of specified revenue targets at that time, pursuant to a Consulting Agreement between Blue Horizon and Issuer (the "Agreement") in conjunction with Issuer's equity incentive performance share Award grant to Reporting Person pursuant to the Agreement, all as approved in advance by Issuer's Board of Directors. These transactions are exempt from Section 16(b) by virtue of SEC Rule 16b-3(d).

2. Shares issued for no consideration upon satisfaction of performance criteria underlying Award of performance shares.

3. Newly issued shares beneficially owned by Reporting Person, as sole owner and President of Blue Horizon Consulting LLC, and, hence, reported as owned indirectly by him.

4. Reflects distribution of 800,000 of Reporting Person's indirectly owned shares on October 17, 2020, by Blue Horizon Consulting LLC to Reporting Person as sole owner of Blue Horizon, resulting in a mere change of Reporting Person's ownership from indirect to direct. This distribution was not reportable when made, being only a change in form of ownership, with no change in Reporting Person's pecuniary interest and, therefore, exempt from reporting at time of distribution by SEC Rule 16a-13 and Exchange Act Release No. 34-37260, note 117 (1996).

5. Number of shares currently reported as directly owned by Reporting Person consists of the 800,000 shares previously reported as indirectly and now directly owned, plus the 536,300 shares previously reported as directly owned by Reporting Person in Form 4 filings prior to October 17, 2020.

	/s/ Happy Walters	02/26/2021
	** 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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