SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* BORKOWSKI EDWARD (Last) (First) (Middle) 951 YAMATO ROAD, SUITE 220 (Street) BOCA RATON FL 33431 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2020	3. Issuer Name and Ticker or Trading Symbol TherapeuticsMD, Inc. [ TXMD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	01/01/2023(1)	(1)	Common Stock	1,000,000	0	D
Restricted Stock Units	(2)	(2)	Common Stock	310,500	0	D
Non-Qualified Stock Option (right to buy)	03/30/2021(3)	03/30/2030	Common Stock	125,000	1.07	D
Performance Stock Units	(4)	(4)	Common Stock	310,500	0	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest on January 1, 2023.

2. Each 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 30, 2021, becoming fully vested on March 30, 2023.

3. Underlying shares vest as follows: (i) 41,667 shares on March 30, 2021, (ii) 41,666 shares on March 30, 2022 and (iii) 41,667 shares on March 30, 2023.

4. The performance stock units (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/ Edward Borkowski	08/07/2020
	** 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 5 (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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