MEDIFAST INC — Director's Dealing 2014

Jul 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BARNUM HARVEY C JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	A	750	$0.00	Acquired	4752	Direct
2013-03-31	Common Stock	A	456	$0.00	Acquired	5208	Direct
2013-06-30	Common Stock	A	396	$0.00	Acquired	5604	Direct
2013-09-30	Common Stock	A	379	$0.00	Acquired	5983	Direct
2013-12-31	Common Stock	A	391	$0.00	Acquired	6374	Direct
2014-02-05	Common Stock	A	750	$0.00	Acquired	7124	Direct
2014-03-31	Common Stock	A	351	$0.00	Acquired	7475	Direct
2014-06-30	Common Stock	A	336	$0.00	Acquired	7811	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Stock Option	$26.52	A	5000	Acquired	2024-02-05	Common Stock (5000)	Direct

Footnotes

F1: Represents shares granted to the reporting person for satisfactory participation on the Board of Directors under the 2012 Share Incentive Plan. These shares will vest in full on 1/1/2015.

F2: These shares were issued to the reporting person under the 2012 Share Incentive Plan in lieu of meeting fees.

F3: Represents shares granted to the reporting person for satisfactory participation on the Board of Directors under the 2012 Share Incentive Plan. These shares will vest in full on 1/1/2016.

F4: These options will vest in three equal annual installments, beginning on the first anniversary of the grant date.