MEDIFAST INC — Director's Dealing 2015

Feb 17, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2014-12-31

Reporting Person: REILLY DONALD F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-19	Common Stock	A	750	$0.00	Acquired	750	Direct
2013-02-19	Common Stock	G	750	$0.00	Disposed	0	Direct
2014-02-05	Common Stock	A	750	$0.00	Acquired	750	Direct
2014-02-05	Common Stock	G	750	$0.00	Disposed	0	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 vested 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 1/1/2016.

F3: These options will vest in three equal annual installments, beginning on the first anniversary of the grant date.