Sec Form 4 Filing - Donegan Michael C @ TherapeuticsMD, Inc. - 2023-01-23

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 Donegan Michael C 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) Prin. Fin. and Acctg. Officer (Last) (First) (Middle) 951 YAMATO ROAD, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2023 (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 01/23/2023 M 380 A $ 0( 1 ) 4,934 D Common Stock 01/23/2023 M 1,066 A $ 0( 1 ) 6,000 D Common Stock 01/23/2023 M 519 A $ 0( 1 ) 6,519 D Common Stock 01/23/2023 M 2,400 A $ 0( 1 ) 8,919 D Common Stock 01/23/2023 S( 2 ) 1,302 D $ 5.3383( 3 ) 7,617 D Common Stock 01/24/2023 S( 2 ) 7 D $ 5.3101 7,610 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 Restricted Stock Units $ 0( 1 ) 01/23/2023 M 380 ( 4 ) ( 4 ) Common Stock 380 $ 0 0 D Restricted Stock Units $ 0( 1 ) 01/23/2023 M 1,066 ( 5 ) ( 5 ) Common Stock 1,066 $ 0 0 D Restricted Stock Units $ 0( 1 ) 01/23/2023 M 519 ( 6 ) ( 6 ) Common Stock 519 $ 0 0 D Restricted Stock Units $ 0( 1 ) 01/23/2023 M 2,400 ( 7 ) ( 7 ) Common Stock 2,400 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Donegan Michael C 951 YAMATO ROAD SUITE 220 BOCA RATON, FL33431 Prin. Fin. and Acctg. Officer Signatures /s/ Michael C. Donegan 01/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of issuer common stock upon settlement. On January 23, 2023, the reporting person received 4,365 shares of issuer common stock in settlement of restricted stock units (RSUs). ( 2 )The reported securities represent shares of issuer common stock sold upon settlement to satisfy tax obligations. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices of ranging from $5.32 through $5.37, 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. ( 4 )The RSUs were to vest in three equal installments annually beginning March 30, 2021 and becoming fully vested on March 30, 2023. Vesting was accelerated in connection with the termination of the reporting person's employment agreement without "Good Cause". ( 5 )The RSUs were to vest in three equal installments annually beginning July 1, 2022 and becoming fully vested on July 1, 2024. Vesting was accelerated in connection with the termination of the reporting person's employment agreement without "Good Cause". ( 6 )Subject to the reporting person's continuous service, the RSUs were to vest in three equal installments annually, beginning September 29, 2022 and becoming fully vested on September 29, 2024. Vesting was accelerated in connection with the termination of the reporting person's employment agreement without "Good Cause". ( 7 )The RSUs were to vest in three equal installments annually beginning March 23, 2023 and becoming fully vested on March 23, 2025. Vesting was accelerated in connection with the termination of the reporting person's employment agreement without "Good Cause".

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).

** 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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