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: SHEETZ MARGARET (Director, President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Common Stock	A	10000	$0.00	Acquired	414430	Direct
2015-02-17	Common Stock	A	1250	$0.00	Acquired	5149	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Stock Options	$31.55	A	2000	Acquired	2025-02-17	Common Stock (2000)	Indirect

Footnotes

F1: Represents shares issued under the 2012 Share Incentive Plan. These shares will vest in full on December 31, 2015.

F2: Represents shares issued to the reporting person's spouse under the 2012 Share Incentive Plan. These shares will vest in full on December 31, 2015.

F3: These retention stock options, which were issued to the reporting person's spouse 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.