MEDIFAST INC — Director's Dealing 2014

Jul 2, 2014

SEC Form 4/A — Form 4/A

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2013-09-17

Reporting Person: SASSANO CARL E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-17	Common Stock	A	219	$0.00	Acquired	219	Direct
2013-09-30	Common Stock	A	179	$0.00	Acquired	398	Direct
2013-12-31	Common Stock	A	184	$0.00	Acquired	582	Direct
2014-02-05	Common Stock	A	750	$0.00	Acquired	1332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Stock Option	$26.52	A	1458	Acquired	2024-02-05	Common Stock (1458)	Direct

Footnotes

F1: The original Form 4 filed on 3/17/2014 (the "Original Form 4") erroneously aggregated three separate awards (totaling 582 shares) which were made to the reporting person for satisfactory participation on the Board of Directors on various dates in 2013. This Amended Form 4 is being filed to correctly report each of the individual awards that were made to the reporting person which should have been reported separately on the Original Form 4. These shares will vest in full on 1/1/2015.

F2: The Original Form 4 erroneously aggregated three separate awards (totaling 582 shares) which were made to the reporting person in lieu of meeting fees on various dates in 2013. This Amended Form 4 is being filed to correctly report each of the individual awards that were made to the reporting person which should have been reported separately on the Original Form 4.

F3: These shares, which were granted to the reporting person for satisfactory participation on the Board of Directors, were inadvertently excluded from the Original Form 4. These shares will vest in full on 1/1/2016.

F4: This stock option grant was inadvertently excluded from the Original Form 4.

F5: These options will vest in three equal annual installments, beginning on the first anniversary of the grant date.