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 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BETHUNE DAVID R
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
THE FEMALE HEALTH COMPANY, 150 NORTH MICHIGAN AVENUE, SUITE 1580		 3. Date of Earliest Transaction (Month/Day/Year)
10/31/2016
(Street)

CHICAGO, IL 60601		 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)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 10/31/2016   A   140,000 A $ 0 389,115 D  
Common Stock, par value $.01 per share 10/31/2016   M   16,667 A (1) 405,782 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Right to Receive Common Stock (1) 10/31/2016   M   16,667   10/31/2016 10/31/2016 Common Stock 16,667 (1) 0 D  
Common Stock Option $ 0.95 10/31/2016   A   140,000   10/31/2017 10/31/2026 Common Stock 140,000 $ 0.95 140,000 D  
Restricted Stock Units (2) 10/31/2016   A   140,000   10/31/2018 10/31/2018 Common Stock 140,000 (2) 280,000 D  
Stock Appreciation Rights $ 0.95 (3) 10/31/2016   A   140,000   10/31/2018 10/31/2026 Common Stock 140,000 (3) 420,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BETHUNE DAVID R
THE FEMALE HEALTH COMPANY
150 NORTH MICHIGAN AVENUE, SUITE 1580
CHICAGO, IL 60601		   X      

Signatures

 /s/ James Bedore, Esq.   11/02/2016
**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) The reporting person had the right to receive at his election either 16,667 shares of FHCO common stock or cash based on the market value of 16,667 shares of FHCO common stock as of October 31, 2016, which was $0.95 per share. The reporting person elected to receive 16,667 shares of FHCO common stock.
(2) The reporting person has the right to receive 140,000 shares of FHCO common stock if, prior to the second anniversary of the date of grant, FHCO receives shareholder approval under NASDAQ Rule 5635(c) to (i) increase the number of authorized shares under the 2008 Stock Incentive Plan sufficient to issue such shares or (ii) adopt a new plan under which such shares would be issued. If such approval is not received by such date, such awards will be settled in cash based on the fair market value of FHCO common stock on the vesting date.
(3) The stock appreciation rights will be settled in stock if, prior to the second anniversary of the date of grant, FHCO receives shareholder approval under NASDAQ Rule 5635(c) to (i) increase the number of authorized shares under the 2008 Stock Incentive Plan sufficient to issue such shares or (ii) adopt a new plan under which such shares would be issued. If such approval is not received by such date, such rights will be settled in cash based on the fair market value of FHCO common stock on the exercise date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.