SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEARHOLT STEPHEN M

(Last)

(First)

(Middle)

36365 TRAIL RIDGE ROAD

(Street)

STEAMBOAT SPRINGS

80488

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FEMALE HEALTH CO [ FHCO ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2007

4. 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 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, par value $.01 per share	04/09/2007		X		95,495	A	$1.16	1,398,608⁽¹⁾	D
Common Stock, par value $.01 per share								26,500	I	Note⁽²⁾
Common Stock, par value $.01 per share								69,500	I	Note⁽³⁾
Common Stock, par value $.01 per share								275,820	I	Note⁽⁴⁾
Common Stock, par value $.01 per share								418,100	I	Note⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$1.16	04/09/2007⁽¹⁾		F			104,505	03/25/1999	03/25/2008	Common Stock	104,505	$0	95,495	D
Common Stock Purchase Warrant	$1.16	04/09/2007⁽¹⁾		X			95,495	03/25/1999	03/25/2008	Common Stock	95,495	$0	0	D

Explanation of Responses:

1. Pursuant to a cashless warrant exercise program, the reporting person surrendered to The Female Health Company ("FHC") the requisite number of warrants to pay the exercise price on the 200,000 warrants being exercised. The requisite number of warrants surrendered was calculated based upon the spread between the market value of FHC common stock on the effective date of exercise and the exercise price on the warrants. The reporting person surrendered that number of warrants having an aggregate spread amount equal to the aggregate exercise price of the 200,000 warrants being exercised. The total exercise price for the 200,000 warrants was $232,000 and the market price of FHC common stock on the date of exercise was $2.22 per share. Accordingly, the reporting person surrendered 104,505 warrants to pay the exercise price on the 200,000 warrants being exercised by the reporting person for shares of FHC common stock.

2. Shares are held by the reporting person's self-directed IRA.

3. Shares are held by a profit sharing plan, of which the reporting person is a beneficiary.

4. Shares are held by a trust, of which the reporting person is a trustee.

5. Shares are held by a trust, of which the reporting person is a trustee.

	O.B. Parrish, Attorney-in-fact	04/11/2007
	** 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 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).
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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