SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pandya Hemanshu

(Last)

(First)

(Middle)

89 TWIN RIVERS DRIVE

(Street)

EAST WINDSOR

08520

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2007

3. Issuer Name and Ticker or Trading Symbol
NEXMED INC [ NEXM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President & COO

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	75,000	D
Common Stock⁽²⁾	50,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	⁽³⁾	10/31/2017	Common Stock	175,000	$1.43	D

Explanation of Responses:

1. On October 3, 2007, the Company's Compensation Committee approved a grant to Mr. Pandya of an aggregate of 75,000 shares of the Company's restricted common stock contingent and effective upon the execution of his employment agreement to serve as the Company's Vice President and Chief Operating Officer. This grant vests in three installments as follows: 25,000 common stock shares on October 31, 2008, 25,000 common stock shares on October 31, 2009, and 25,000 common stock shares on October 31, 2010, assuming continuous and uninterrupted employment with the Company until such dates. Mr. Pandya signed his employment agreement on October 31, 2007.

2. October 3, 2007, the Company's Compensation Committee approved a grant to Mr. Pandya an aggregate of 50,000 shares of the Company's common stock contingent and effective upon the execution of his employment agreement to serve as the Company's Vice President and Chief Operating Officer. This grant vests upon the execution of a licensing/development agreement valued at over $5 million brought to the Company by Mr. Pandya, provided that such agreement is executed within 18 months of Mr. Pandya's start date and assuming continuous and uninterrupted employment with the Company until such date. Mr. Pandya signed his employment agreement on October 31, 2007.

3. On October 3, 2007, the Company's Compensation Committee approved a grant to Mr. Pandya an option to purchase an aggregate of 175,000 shares of the Company's common stock contingent and effective upon the execution of his employment agreement to serve as the Company's Vice President and Chief Operating Officer. This grant vests in three installments as follows: 25,000 common stock shares on October 31, 2008, 50,000 common stock shares on October 31, 2009, and 100,000 common stock shares on October 31, 2010, assuming continuous and uninterrupted employment with the Company until such dates. Mr. Pandya signed his employment agreement on October 31, 2007, and the option price is based upon the closing price of the Company's common stock on that date.

	/s/ Mark Westgate, Attorney in Fact	11/06/2007
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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