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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | $ 0 | 04/12/2023 | M | 3,030 | (3) | (3) | Common Stock | 3,030 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 04/12/2023 | M | 1,010 | (4) | (4) | Common Stock | 1,010 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 | 04/12/2023 | M | 1,734 | (5) | (5) | Common Stock | 1,734 | $ 0 | 3,466 | D | ||||
| Performance Stock Units | $ 0 | 04/12/2023 | M | 1,734 | (6) | (6) | Common Stock | 1,734 | $ 0 | 3,466 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Walker Marlan D 951 YAMATO ROAD SUITE 220 BOCA RATON, FL 33431 |
Chief Executive Officer | |||
| /s/ Marlan D. Walker | 04/14/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of $3.63 through $3.71, 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. |
| (3) | The performance stock units (PSUs) vested 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 would have been forfeited. Each PSU represents a contingent right to receive one share of common stock of the issuer. |
| (4) | Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs vested in three equal installments annually, becoming fully vested on March 30, 2023. |
| (5) | 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 March 23, 2023, becoming fully vested on March 23, 2025. |
| (6) | The vested performance stock units (PSUs) represent PSUs deemed by the compensation committee to be vested at target due to the change in the issuer's business model. The remaining PSUs vest based on the issuer achieving certain revenue milestones over the period from 2021 through 2023. One quarter of the initial PSUs were forfeited based on the failure of the issuer to achieve certain EBITDA milestones for the year ended December 31, 2021. Each PSU represents a contingent right to receive one share of common stock of the issuer. |