Sec Form 3 Filing - Bernick Brian @ TherapeuticsMD, Inc. - 2022-09-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Bernick Brian 2. Issuer Name and Ticker or Trading Symbol TherapeuticsMD, Inc. [ TXMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) 951 YAMATO ROAD, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 09/06/2022 (Street) BOCA RATON, FL33431 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,960 D Common Stock 35,147 I by BF Investment Enterprises, Ltd.( 1 ) Common Stock 60 I by BF Management, LLC( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 ( 3 ) ( 3 ) Common Stock 13,684 D Non-Qualified Stock Option (right to buy) $ 136.5 ( 4 ) 08/28/2029 Common Stock 6,000 D Non-Qualified Stock Option (right to buy) $ 140 ( 4 ) 05/02/2023 Common Stock 1,000 I by BF Investment Enterprises, Ltd.( 1 ) Performance Stock Units $ 0 ( 5 ) ( 5 ) Common Stock 5,200 D Performance Stock Units $ 0 ( 6 ) ( 6 ) Common Stock 4,800 D Performance Stock Units $ 0 ( 7 ) ( 7 ) Common Stock 2,400 D Performance Stock Units $ 0 ( 8 ) ( 8 ) Common Stock 3,030 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bernick Brian 951 YAMATO ROAD SUITE 220 BOCA RATON, FL33431 Co-Chief Executive Officer Signatures /s/ Brian Bernick 09/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )The shares are fully vested and exercisable. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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 contingen t right to receive one share of common stock of the issuer.

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