Sec Form 4 Filing - Walters Happy David @ LifeMD, Inc. - 2021-02-24

Insider filing report for Changes in Beneficial Ownership
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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
Walters Happy David
 2. Issuer Name and Ticker or Trading Symbol
LifeMD, Inc. [ LFMD] 		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)
C/O LIFEMD, INC, 800 THIRD AVENUE,, SUITE 2800 		3. Date of Earliest Transaction (MM/DD/YY)
02/24/2021
(Street)
NEW YORK, NY10022 		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, par value $0.001 02/24/2021 A 1,200,000 ( 1 ) A $ 0 ( 2 ) 1,200,000 I ( 3 ) Blue Horizon Consulting, LLC
Common Stock, par value $0.001 02/24/2021 J 800,000 ( 4 ) A $ 0 1,336,300 ( 5 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walters Happy David
C/O LIFEMD, INC, 800 THIRD AVENUE,
SUITE 2800
NEW YORK, NY10022		 X
Signatures
/s/ Happy Walters 02/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )800,000 not then but now issuable shares deemed acquired from Issuer by Blue Horizon Consulting LLC in October 2020, as a result of Issuer's attainment of specified revenue targets at that time, and 400,000 not then but now issuable shares deemed acquired from Issuer by Blue Horizon Consulting LLC in December 2020, as a result of Issuer's attainment of specified revenue targets at that time, pursuant to a Consulting Agreement between Blue Horizon and Issuer (the "Agreement") in conjunction with Issuer's equity incentive performance share Award grant to Reporting Person pursuant to the Agreement, all as approved in advance by Issuer's Board of Directors. These transactions are exempt from Section 16(b) by virtue of SEC Rule 16b-3(d).
( 2 )Shares issued for no consideration upon satisfaction of performance criteria underlying Award of performance shares.
( 3 )Newly issued shares beneficially owned by Reporting Person, as sole owner and President of Blue Horizon Consulting LLC, and, hence, reported as owned indirectly by him.
( 4 )Reflects distribution of 800,000 of Reporting Person's indirectly owned shares on October 17, 2020, by Blue Horizon Consulting LLC to Reporting Person as sole owner of Blue Horizon, resulting in a mere change of Reporting Person's ownership from indirect to direct. This distribution was not reportable when made, being only a change in form of ownership, with no change in Reporting Person's pecuniary interest and, therefore, exempt from reporting at time of distribution by SEC Rule 16a-13 and Exchange Act Release No. 34-37260, note 117 (1996).
( 5 )Number of shares currently reported as directly owned by Reporting Person consists of the 800,000 shares previously reported as indirectly and now directly owned, plus the 536,300 shares previously reported as directly owned by Reporting Person in Form 4 filings prior to October 17, 2020.

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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