Sec Form 4 Filing - Bernick Brian @ TherapeuticsMD, Inc. - 2014-03-06

FORM 4 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6800 BROKEN SOUND PARKWAY NW, THIRD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2014 (Street) BOCA RATON, FL33487 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 03/06/2014 S 17,893.17 D 7,157,267 ( 1 ) ( 2 ) I By BF Investment Enterprises, Ltd. Common Stock 03/06/2014 J( 3 ) 1,842,280.53 D $ 0 7,157,267 ( 2 ) ( 3 ) I By BF Investment Enterprises, Ltd. Common Stock 03/07/2014 S 1,771,423.58 D 7,157,267 ( 2 ) ( 4 ) I By BF Investment Enterprises, Ltd. Common Stock 300,000 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 (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 Stock Option (right to buy) $ 0.1018 03/06/2014 S 3,682.28 ( 5 ) 01/01/2019 Common Stock 3,682.28 ( 1 ) 1,472,910 ( 1 ) I By BF Investment Enterprises, Ltd. Warrant (right to buy) $ 0.4074 03/06/2014 S 153.43 ( 6 ) 06/06/2021 Common Stock 153.43 ( 1 ) 61,372 ( 1 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.55 03/06/2014 S 125 12/31/2012 04/16/2022 Common Stock 125 ( 1 ) 50,000 ( 1 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.55 03/06/2014 S 375 04/16/2013 04/16/2022 Common Stock 375 ( 1 ) 150,000 ( 1 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.64 03/06/2014 S 125 12/31/2013 05/01/2023 Common Stock 125 ( 1 ) 50,000 ( 1 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 5.05 03/06/2014 S 112 12/31/2014 01/06/2024 Common Stock 112 ( 1 ) 45,000 ( 1 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 0.1018 03/06/2014 J 379,127.03 ( 5 ) 01/01/2019 Common Stock 379,127.03 ( 3 ) 1,472,910 ( 3 ) I By BF Investment Enterprises, Ltd. Warrant (right to buy) $ 0.4074 03/06/2014 J 15,797.15 ( 6 ) 06/06/2021 Common Stock 15,797.15 ( 3 ) 61,372 ( 3 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.55 03/06/2014 J 12,870 12/31/2012 04/16/2022 Common Stock 12,870 ( 3 ) 50,000 ( 3 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.55 03/06/2014 J 38,610 04/16/2013 04/16/2022 Common Stock 38,610 ( 3 ) 150,000 ( 3 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.64 03/06/2014 J 12,870 12/31/2013 05/01/2023 Common Stock 12,870 ( 3 ) 50,000 ( 3 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 5.05 03/06/2014 J 11,583 12/31/2014 01/06/2024 Common Stock 11,583 ( 3 ) 45,000 ( 3 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 0.1018 03/07/2014 S 364,545.23 ( 5 ) 01/01/2019 Common Stock 364,545.23 ( 4 ) 1,472,910 ( 4 ) I By BF Investment Enterprises, Ltd. Warrant (right to buy) $ 0.4074 03/07/2014 S 15,189.57 ( 6 ) 06/06/2021 Common Stock 15,189.57 ( 4 ) 61,372 ( 4 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.55 03/07/2014 S 12,375 12/31/2012 04/16/2022 Common Stock 12,375 ( 4 ) 50,000 ( 4 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.55 03/07/2014 S 37,125 04/16/2013 04/16/2022 Common Stock 37,125 ( 4 ) 150,000 ( 4 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 2.64 03/07/2014 S 12,375 12/31/2013 05/01/2023 Common Stock 12,375 ( 4 ) 50,000 ( 4 ) I By BF Investment Enterprises, Ltd. Stock Option (right to buy) $ 5.05 03/07/2014 S 11,137.5 12/31/2014 01/06/2024 Common Stock 11,137.5 ( 4 ) 45,000 ( 4 ) I By BF Investment Enterprises, Ltd.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bernick Brian 6800 BROKEN SOUND PARKWAY NW THIRD FLOOR BOCA RATON, FL33487 X Signatures Brian Bernick 03/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held by BF Investment Enterprises, Ltd. ("BF Investment"), a limited partnership of which BF Management, LLC (the "GP") is the general partner. The reporting person and his wife, as tenants by the entirety, are the sole member of the GP (the "Member"). On March 6, 2014, the Member sold 25% of the membership interest in the GP for an aggregate purchase price of $100,000. The percentage of membership interest in the GP sold by the Member may be subject to further adjustment, if any, as may be required by the results of a post-closing valuation, which adjustment will be reflected in an amended Form 4. The reporting person disclaims beneficial ownership of TherapeuticsMD, Inc. (the "Company") common stock and derivative securities except to the extent of his pecuniary interest therein. ( 2 )Excludes 300,000 shares previously held indirectly by the reporting person by virtue of sole ownership by the reporting person and his spouse, as tenants by the entirety, of BF Investment, which shares were distributed to the reporting person and his wife, as tenants by the entirety, on February 28, 2014 and are now owned directly. ( 3 )On March 6, 2013, the reporting person and his spouse, as tenants by the entirety, assigned 13% of their limited parter interest in BF Investment to each of the reporting person and his wife in their individual capacities and not as tenants by the entirety. ( 4 )The reported securities are held by BF Investment, of which the reporting person, together with his spouse as tenants by the entirety, hold 76% limited partner interest and of which the reporting person and his spouse, in their individual capacities, each hold 13% limited partner interest of BF Investment. On March 7, 2014, both the reporting person and his spouse, in their individual capacities, sold in even part an aggregate of 25% of their limited partner interest in BF Investment for an aggregate purchase price of $7,500,000. The percentage of limited partner interest sold the reporting person and his spouse may be subject to further adjustment, if any, as may be required by the results of a post-closing valuation, which adjustment will be reflected in an amended Form 4. The reporting person disclaims beneficial ownership of the Company common stock and derivative securities except to the extent of his pecuniary interest therein. ( 5 )The stock option vested at the rate of 40,914 shares per month over three years from February 1, 2009. This stock option was assumed and re-issued pursuant to the Agreement and Plan of Merger among the Company, VitaMedMD, LLC, and VitaMed Acquisition, LLC, dated as of October 4, 2011. The stock option, as assumed, retained the vesting schedule of the original stock option. ( 6 )The warrant vested upon issuance on June 6, 2011. This warrant was assumed and re-issued pursuant to the Agreement and Plan of Merger among the Company, VitaMedMD, LLC, and VitaMed Acquisition, LLC, dated as of October 4, 2011.

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).

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