MEDIFAST INC — Director's Dealing 2014

Dec 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2013-02-19

Reporting Person: SHEETZ MARGARET MACDONALD (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	A	4000	$0.00	Acquired	4095	Indirect
2013-05-17	Common Stock	F	1414	$28.05	Disposed	2681	Indirect
2014-02-05	Common Stock	A	1875	$0.00	Acquired	4556	Indirect
2014-03-17	Common Stock	F	657	$27.82	Disposed	3899	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-19	Stock Options	$24.26	A	2000	Acquired	2023-02-19	Common Stock (2000)	Indirect
2014-02-05	Stock Options	$26.52	A	2000	Acquired	2024-02-05	Common Stock (2000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95	Indirect

Footnotes

F1: These shares were acquired by the reporting person's spouse prior to the date on which the reporting person and her spouse were married. A Form 5 filed on February 14, 2014 erroneously reported that these shares were gifted to the reporting person on June 19, 2007. The Form 5 is being amended to correct this error and these shares will be reflected in the reporting person's indirect holdings in future Section 16 filings.

F2: These shares were granted to the reporting person's spouse after the date on which the reporting person and her spouse were married and should have been reflected in the reporting person's Section 16 filings as shares held indirectly.

F3: These shares were withheld by the Company in order to cover taxes associated with the vesting of shares previously issued to the reporting person's spouse. The transaction was effected after the reporting person and her spouse were married and should have been reflected in the reporting person's Section 16 filings.

F4: These retention stock options, which were issued to the reporting person's spouse under the 2012 Share Incentive Plan, will vest annually in equal installments over a period of three years, beginning on the first anniversary of the grant date. These transactions were effected after the reporting person and her spouse were married and should have been reflected in the reporting person's Section 16 filings.