Sec Form 3 Filing - Walker Marlan D @ TherapeuticsMD, Inc. - 2020-08-01

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 Walker Marlan D 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) General Counsel (Last) (First) (Middle) 951 YAMATO ROAD, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2020 (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

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 Non-Qualified Stock Option (right to buy) $ 2.98 06/21/2014( 1 ) 06/21/2023 Common Stock 80,000 D Non-Qualified Stock Option (right to buy) $ 2.98 12/21/2014( 2 ) 06/21/2023 Common Stock 100,000 D Non-Qualified Stock Option (right to buy) $ 3.14 10/03/2014( 3 ) 10/03/2023 Common Stock 15,000 D Non-Qualified Stock Option (right to buy) $ 4.02 06/05/2015( 4 ) 06/05/2024 Common Stock 100,000 D Non-Qualified Stock Option (right to buy) $ 4.02 06/05/2014( 5 ) 06/05/2024 Common Stock 195,000 D Non-Qualified Stock Option (right to buy) $ 4.01 11/21/2014( 6 ) 11/21/2024 Common Stock 100,000 D Non-Qualified Stock Option (right to buy) $ 7.72 06/04/2016( 7 ) 06/04/2025 Common Stock 100,000 D Non-Qualified Stock Option (right to buy) $ 6.26 09/22/2017( 8 ) 09/22/2026 Common Stock 150,000 D Non-Qualified Stock Option (right to buy) $ 6.83 03/15/2018( 9 ) 03/15/2027 Common Stock 25,000 D Non-Qualified Stock Option (right to buy) $ 5.16 03/15/2019( 10 ) 03/15/2028 Common Stock 120,000 D Non-Qualified Stock Option (right to buy) $ 2.18 07/30/2020( 11 ) 07/30/2029 Common Stock 200,000 D Restricted Stock Units $ 0 12/13/2021( 12 ) ( 12 ) Common Stock 230,000 D Restricted Stock Units $ 0 03/30/2021( 13 ) ( 13 ) Common Stock 151,500 D Performance Stock Units $ 0 ( 14 ) ( 14 ) Common Stock 151,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walker Marlan D 951 YAMATO ROAD, SUITE 220 BOCA RATON, FL33431 General Counsel Signatures /s/ Marlan D. Walker 08/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Underlying shares vested as follows: (i) 26,667 shares on June 21, 2014, (ii) 26,666 shares on June 21, 2015 and (iii) 26,667 shares on June 21, 2016. ( 2 )Underlying shares each vested on December 21, 2014. ( 3 )Underlying shares vested in four equal installments annually, becoming fully vested on October 3, 2017. ( 4 )Underlying shares each vested on June 5, 2015. ( 5 )Underlying shares each vested on June 5, 2014. ( 6 )Underlying shares each vested on November 21, 2014. ( 7 )Underlying shares vested in two equal installments annually, becoming fully vested on June 4, 2017. ( 8 )Underlying shares vested in three equal installments annually, becoming fully vested on September 22, 2019. ( 9 )Underlying shares vest in four equal installments annually, becoming fully vested on March 15, 2021. ( 10 )Underlying shares vest in three equal installments annually, becoming fully vested on March 15, 2021. ( 11 )Underlying shares vest in four equal installments annually, becoming fully vested on July 30, 2023. ( 12 )Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock of the issuer. The RSUs will vest on December 13, 2021. ( 13 )Each RSU represents a contingent right to receive one share of common stock of the issuer. The RSUs vest in three equal installments annually, becoming fully vested on March 30, 2023. ( 14 )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.

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