MEDIFAST INC — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CONNOLLY CHARLES P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	A	750	$0.00	Acquired	50075	Direct
2013-03-31	Common Stock	A	617	$0.00	Acquired	50692	Direct
2013-06-30	Common Stock	A	536	$0.00	Acquired	51228	Direct
2013-09-30	Common Stock	A	513	$0.00	Acquired	51741	Direct
2013-12-31	Common Stock	A	528	$0.00	Acquired	52269	Direct
2014-02-05	Common Stock	A	750	$0.00	Acquired	53019	Direct
2014-03-31	Common Stock	A	474	$0.00	Acquired	53493	Direct
2014-06-05	Common Stock	S	2500	$30.8989	Disposed	50993	Direct
2014-06-05	Common Stock	S	2500	$30.9355	Disposed	48493	Direct
2014-06-05	Common Stock	S	2500	$30.8860	Disposed	45993	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: 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 2/5/2014.

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: 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 2/5/2015.

F5: Represents the weighted average of multiple sales transactions ranging in price from $30.8710 to $30.9060. The reporting person agrees to provide upon request by the SEC Staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.

F6: Represents the weighted average of multiple sales transactions ranging in price from $30.8616 to $30.9600. The reporting person agrees to provide upon request by the SEC Staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.

F7: These options will vest in three equal annual installments, beginning on the first anniversary of the grant date.