MEDIFAST INC — Director's Dealing 2014

Feb 14, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2013-12-31

Reporting Person: SHEETZ MARGARET MACDONALD (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-29	Common Stock	G	16667	$0.00	Acquired	346692	Direct
2007-06-19	Common Stock	G	95	$0.00	Acquired	346692	Direct
2007-08-24	Common Stock	G	20000	$0.00	Disposed	346692	Direct
2008-07-24	Common Stock	A	125000	$0.00	Acquired	346692	Direct
2008-11-21	Common Stock	A	40000	$0.00	Acquired	346692	Direct
2009-05-07	Common Stock	A	100000	$0.00	Acquired	346692	Direct
2009-09-16	Common Stock	G	10000	$0.00	Disposed	346692	Direct
2010-06-04	Common Stock	G	5000	$0.00	Acquired	346692	Direct
2010-06-04	Common Stock	G	15000	$0.00	Disposed	346692	Direct
2011-01-14	Common Stock	G	10000	$0.00	Disposed	346692	Direct
2013-11-07	Common Stock	S	7000	$23.8261	Disposed	346692	Direct
2013-11-08	Common Stock	S	20000	$23.8408	Disposed	346692	Direct
2013-11-22	Common Stock	S	8000	$26.0054	Disposed	346692	Direct
2013-12-02	Common Stock	S	18000	$25.6287	Disposed	346692	Direct

Footnotes

F1: These securities were awarded by the Company in transactions exempt from Section 16(b) of the Exchange Act.

F2: These transactions reflect gifts received by the reporting person, or given by the reporting person, in transactions exempt from Section 16(b) of the Exchange Act.

F3: These transactions were initially reported on a Form 4 filed by the reporting person on November 25, 2013 and are corrected to reflect the amount of shares beneficially owned at fiscal year-end.

F4: These transactions were initially reported on a Form 4 filed by the reporting person on December 4, 2013 and are corrected to reflect the amount of shares beneficially owned at fiscal year-end.