MEDIFAST INC — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2015-02-17

Reporting Person: REILLY DONALD F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Common Stock	A	750	$0.00	Acquired	750	Direct
2015-02-17	Common Stock	G	750	$0.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Stock Option	$31.55	A	5000	Acquired	2025-02-17	Common Stock (5000)	Direct

Footnotes

F1: These shares were issued to the reporting person under the 2012 Share Incentive Plan for satisfactory participation on the Board of Directors and will vest in full on 1/1/2017.

F2: 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.