MEDIFAST INC — Director's Dealing 2014

Jun 19, 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	50000	—	Acquired	396692	Direct
2014-02-05	Common Stock	A	15000	—	Acquired	411692	Direct
2014-03-18	Common Stock	F	1167	—	Disposed	410525	Direct

Footnotes

F1: Represents a grant of retention shares granted to the reporting person under the 2012 Share Incentive Plan which is comprised of five equal tranches of restricted shares. Each tranche vests in equal increments over a three year period, such that the first tranche began vesting on the first anniversary of the grant date, the second tranche will begin vesting on the second anniversary of the grant date and so forth. The total vesting period for this award is seven years.

F2: Represents shares issued under the 2012 Share Incentive Plan after performance-based conditions were satisfied for the fiscal 2013 performance period. These shares will vest in full on 12/31/2014.