0001209191-22-050344.txt : 20220916 0001209191-22-050344.hdr.sgml : 20220916 20220916164943 ACCESSION NUMBER: 0001209191-22-050344 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220906 FILED AS OF DATE: 20220916 DATE AS OF CHANGE: 20220916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bernick Brian CENTRAL INDEX KEY: 0001532233 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00100 FILM NUMBER: 221248593 MAIL ADDRESS: STREET 1: 951 BROKEN SOUND PARKWAY NW STREET 2: SUITE 320 CITY: BOCA RATON STATE: FL ZIP: 33487 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TherapeuticsMD, Inc. CENTRAL INDEX KEY: 0000025743 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870233535 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 951 YAMATO ROAD, SUITE 220 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 561-961-1900 MAIL ADDRESS: STREET 1: 951 YAMATO ROAD, SUITE 220 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: AMHN, Inc. DATE OF NAME CHANGE: 20090930 FORMER COMPANY: FORMER CONFORMED NAME: CROFF ENTERPRISES INC DATE OF NAME CHANGE: 19970915 FORMER COMPANY: FORMER CONFORMED NAME: CROFF OIL CO DATE OF NAME CHANGE: 19920703 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-09-06 0 0000025743 TherapeuticsMD, Inc. TXMD 0001532233 Bernick Brian 951 YAMATO ROAD SUITE 220 BOCA RATON FL 33431 0 1 0 0 Co-Chief Executive Officer Common Stock 1960 D Common Stock 35147 I by BF Investment Enterprises, Ltd. Common Stock 60 I by BF Management, LLC Restricted Stock Units 0.00 Common Stock 13684 D Non-Qualified Stock Option (right to buy) 136.50 2029-08-28 Common Stock 6000 D Non-Qualified Stock Option (right to buy) 140.00 2023-05-02 Common Stock 1000 I by BF Investment Enterprises, Ltd. Performance Stock Units 0.00 Common Stock 5200 D Performance Stock Units 0.00 Common Stock 4800 D Performance Stock Units 0.00 Common Stock 2400 D Performance Stock Units 0.00 Common Stock 3030 D 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. 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. 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. The shares are fully vested and exercisable. 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. 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. 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. 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. /s/ Brian Bernick 2022-09-16