Rubric Capital Management LP - Dec 30, 2022 Form 4/A - Amendment Insider Report for TherapeuticsMD, Inc. (TXMD)

Role: Director, Other*, 10%+ Owner
Signature: Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer
Stock symbol: TXMD
Transactions as of: Dec 30, 2022
Transactions value $: -$38,657,000
Form type: 4/A - Amendment
Date filed: 2/22/2023, 03:32 PM
Date Of Original Report: Jan 3, 2023
Previous filing: Dec 12, 2022
Next filing: Feb 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TXMD	Series A Preferred Stock, par value $0.001 per share	Disposed to Issuer	-$38.7M	-29K	-100%	$1,333.00^*	0	Dec 30, 2022	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series A Preferred Stock was mandatorily redeemed by the Issuer pursuant to Section 6(b) of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock, establishing the powers designations, preferences and privileges, and the qualifications, limitations or restrictions of the Series A Preferred Stock (the "Series A Preferred Stock COD") at a redemption price of $1,333 per share. A copy of Series A Preferred Stock COD was filed by the Issuer as Exhibit 3.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 1, 2022.
F2	This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

Content

The Series A Preferred Stock was mandatorily redeemed by the Issuer pursuant to Section 6(b) of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock, establishing the powers designations, preferences and privileges, and the qualifications, limitations or restrictions of the Series A Preferred Stock (the "Series A Preferred Stock COD") at a redemption price of $1,333 per share. A copy of Series A Preferred Stock COD was filed by the Issuer as Exhibit 3.1 of the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 1, 2022.

This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

Remarks:

The Reporting Persons are directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Justin Roberts, a Partner at Rubric Capital, serves on the board of directors of the Issuer.