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^*

Pineiro Dagnery Juan Manuel

(Last)

(First)

(Middle)

C/O LIFEMD, INC, 800 THIRD AVENUE,

SUITE 2800

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LifeMD, Inc. [ LFMD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2021

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 $0.001	02/09/2021		M		9,625⁽¹⁾	A	$26.65	54,625	D
Common Stock, par value $0.001	02/09/2021		M		13,874⁽²⁾	A	$26.65	68,499	D
Common Stock, par value $0.001	02/09/2021		M		59,421⁽³⁾	A	$26.65	127,920	D
Common Stock, par value $0.001	04/02/2021		M		4,262⁽⁴⁾	A	$17.26	132,182	D
Common Stock, par value $0.001	04/02/2021		A		10,000	A	$0⁽⁵⁾	142,182	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 (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)
Options to purchase Common Stock	$26.65	02/09/2021		M			9,625⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001	9,625	$0	15,000	D
Options to purchase Common Stock	$26.65	02/09/2021		M			13,874⁽²⁾	⁽²⁾	⁽²⁾	Common Stock, par value $0.001	13,874	$0	0	D
Options to purchase Common Stock	$26.65	02/09/2021		M			59,421⁽³⁾	⁽³⁾	⁽³⁾	Common Stock, par value $0.001	59,421	$0	37,900	D
Options to purchase Common Stock	$17.26	04/02/2021		M			4,262⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001	4,262	$0	0⁽⁶⁾	D

Explanation of Responses:

1. Represents a cashless exercise of outstanding stock options to purchase 10,000 shares of common stock. Mr. Pineiro Dagnery received 9,625 shares of common stock and surrendered 375 shares of common stock underlying the option in payment of the exercise price. The options were issued to Mr. Pineiro Dagnery pursuant to the former Consultant Agreement by and between Mr. Pineiro Dagnery and the Issuer.

2. Represents a cashless exercise of outstanding stock options to purchase 15,000 shares of common stock. Mr. Pineiro Dagnery received 13,874 shares of common stock and surrendered 1,126 shares of common stock underlying the option in payment of the exercise price. The options were issued to Mr. Pineiro Dagnery pursuant to the former Consultant Agreement by and between Mr. Pineiro Dagnery and the Issuer.

3. Represents a cashless exercise of outstanding stock options to purchase 62,100 shares of common stock. Mr. Pineiro Dagnery received 59,421 shares of common stock and surrendered 2,680 shares of common stock underlying the option in payment of the exercise price. The Options were issued to Mr. Pineiro Dagnery pursuant to the former Employment Agreement by and between Mr. Pineiro Dagnery and the Issuer.

4. Represents a cashless exercise of outstanding stock options to purchase 4,566 shares of common stock. Mr. Pineiro Dagnery received 4,262 shares of common stock and surrendered 304 shares of common stock underlying the option in payment of the exercise price. The Options were issued to Mr. Pineiro Dagnery pursuant to the former Employment Agreement by and between Mr. Pineiro Dagnery and the Issuer.

5. On April 2, 2021 (the "Effective Date"), Mr. Pineiro Dagnery and the Issuer entered into a Resignation and Release Agreement, whereby in connection with his resignation as Chief Revenue Officer of the Issuer (the "Resignation"), Mr. Pineiro Dagnery will receive, within sixty (60) of the Effective Date, equity severance of 10,000 shares of common stock of the Company (the "Severance Shares").

6. On March 31, 2019, in connection with his appointment as Chief Financial Officer of the Company, Mr. Pineiro Dagnery received options to purchase 100,000 shares of common stock of the Issuer (the "Options"). 33,333 Options vested on April 1, 2020. 33,333 Options vested on April 1, 2021. On the Effective Date and in connection with the Resignation, the remaining 33,334 unvested Options were forfeited.

	/s/ Juan Manuel Pineiro Dagnery	04/07/2021
	** Signature of Reporting Person	Date
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