VERU Veru Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

1.

Names of Reporting Persons
TIMOTHY OPLER

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,745,131

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,745,131

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,745,131 (1)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
5.3% (2)

12.

Type of Reporting Person
IN

Item 1.

Issuer

(a)

Name of Issuer:
Female Health Co. (the “ Issuer ”)

(b)

Address of Issuer’s Principal Executive Offices:
4400 Biscayne Boulevard, Suite 888

Miami, FL 33137

Item 2.

Filing Person

(a) – (c)

Name of Persons Filing; Address; Citizenship:

(i)             Timothy Opler; 555 Madison Avenue, Suite 1201, New York, NY 10022 United States

(d)

Title of Class of Securities:
Common stock, $0. 01 par value per share, (the “ Common Stock ”)

(e)

CUSIP Number:
314462102

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act;

(b)

o

Bank as defined in section 3(a)(6) of the Act;

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940;

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a)

Amount beneficially owned:   

Timothy Opler:  1,745,131

(b)

Percent of class:   

Timothy Opler:  5.3%

(c)

Number of shares as to which the person has:

a.

Sole power to vote or to direct the vote:   

Timothy Opler:  1,745,131

b.

Share power to vote or to direct the vote:    

Timothy Opler:  0

c.

Sole power to dispose or to direct the disposition of:   

Timothy Opler:  1,745,131

d.

Shared power to dispose or to direct the disposition of:   

Timothy Opler:  0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date: May 15, 2017

/s/ Timothy Opler

Timothy Opler