MEDIFAST INC — Director's Dealing 2014

Jun 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2013-01-02

Reporting Person: GROVES JASON L (Director, EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	A	25000	$0.00	Acquired	26229	Direct
2014-02-05	Common Stock	A	1875	$0.00	Acquired	28104	Direct
2014-04-07	Common Stock	F	657	$30.54	Disposed	27447	Direct
2014-06-04	Common Stock	F	1750	$30.73	Disposed	25697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-19	Stock Options	$24.26	A	2000	Acquired	2023-02-19	Common Stock (2000)	Direct
2014-02-05	Stock Options	$26.52	A	2000	Acquired	2024-02-05	Common Stock (2000)	Direct

Footnotes

F1: Represents shares issued upon the settlement of performance shares previously granted to the reporting person under the 2012 Share Incentive Plan for the fiscal 2012 performance period. These shares will vest annually in equal installments over a period of five years beginning on the first anniversary of the grant date.

F2: Represents shares issued upon the settlement of performance shares previously granted to the reporting person under the 2012 Share Incentive Plan for the fiscal 2013 performance period, which shares are fully vested.

F3: These retention stock options, which were issued to the reporting person under the 2012 Share Incentive Plan will vest annually in equal installments over a period of three years, beginning on the first anniversary of the grant date.