Edgar Filing: TherapeuticsMD, Inc.

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SEGAL NICHOLAS

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)

707 WESTCHESTER AVENUE,, SUITE 401

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2014

(Street)

WHITE PLAINS, NY 10604

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/26/2014		S		30,000	D	$ 6.6971	215,485	D
Common Stock	03/26/2014		S		185,298 ⁽¹⁾	D	$ 6.6971	225,809 ⁽²⁾	I	By Fourth Generation Private Equity Partners
Common Stock								146,560 ⁽³⁾	I	By Seavest Capital Ventures, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SEGAL NICHOLAS 707 WESTCHESTER AVENUE, SUITE 401 WHITE PLAINS, NY 10604	X

Signatures

/s/ Nicholas Segal		03/27/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Fourth Generation Private Equity sold 1,600,000 shares of TherapeuticsMD, Inc. (the "Company") common stock. Mr. Segal owns 11.5811% interest, Partners ("FG"), of which Mr. Segal disclaims beneficial ownership of these securities held by FG except to the extent of his pecuniary interest therein.
(2)	Represents Mr. Segal's pro rata portion of 1,949,805 shares of the Company's common stock held directly by FG. Mr. Segal disclaims beneficial ownership of securities held by FG except to the extent of his pecuniary interest therein.
(3)	Represents Mr. Segal's aggregate direct and indirect pro rata portion of 1,600,000 shares of the Company's common stock held by Seavest Capital Ventures, LLC ("Seavest"). Mr. Segal directly holds a 4.995% interest in Seavest and indirectly holds a 4.165% interest in Seavest, through his ownership interest in FG, which owns a 35.964% interest in Seavest. Mr. Segal disclaims beneficial ownership of securities held by Seavest except to the extent of his pecuniary interest therein.

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