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: 2013-01-02

Reporting Person: MACDONALD MICHAEL C (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	A	100000	—	Acquired	232656	Direct
2013-02-19	Common Stock	A	100000	—	Acquired	332656	Direct
2014-02-05	Common Stock	A	30000	—	Acquired	362656	Direct
2014-03-25	Common Stock	F	2334	$28.97	Disposed	360322	Direct
2014-06-17	Common Stock	D	70000	—	Disposed	290322	Direct
2014-06-17	Common Stock	D	80000	—	Disposed	210322	Direct
2014-06-17	Common Stock	D	30000	—	Disposed	180322	Direct
2014-06-17	Common Stock	A	150000	—	Acquired	330322	Direct
2014-06-17	Common Stock	A	30000	—	Acquired	360322	Direct

Footnotes

F1: Represents shares granted to the reporting person under the 2012 Share Incentive Plan. These shares vest annually in equal installments over a period of five years beginning on the first anniversary of the grant date. A portion of these shares was subsequently forfeited by the reporting person (see Footnote 4 below).

F2: Represents restricted shares granted to the reporting person in five equal tranches under the 2012 Share Incentive Plan. 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. A portion of these shares was subsequently forfeited by the reporting person (see Footnote 5 below).

F3: Represents shares issued under the 2012 Share Incentive Plan after performance-based conditions were satisfied for the fiscal 2013 performance period. These shares were subsequently forfeited by the reporting person (see Footnote 6 below).

F4: Represents the portion of shares described in Footnote 1 that were forfeited by the reporting person.

F5: Represents the portion of shares described in Footnote 2 that were forfeited by the reporting person.

F6: Represents the shares described in Footnote 3 that were forfeited by the reporting person.

F7: Represents an award comprised of two tranches of restricted shares. The first tranche of 70,000 shares vests over a four year term, with 10,000 vesting on January 2, 2015 and 20,000 vesting on each January 2 in 2016, 2017 and 2018. The second tranche is comprised of four equal sub-tranches totaling 80,000 shares. Each sub-tranche vests in equal increments over a three year term, such that the first sub-tranche will begin vesting on February 19, 2015, the second sub-tranche will begin vesting on February 19, 2016, and so forth. The total vesting period for the award is six years.

F8: Represents shares issued under the 2012 Share Incentive Plan. These shares will vest in full on December 31, 2014.