MEDIFAST INC — Director's Dealing 2016

Nov 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2016-11-14

Reporting Person: Welling Glenn W. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-14	Common Stock	P	21550	$38.9752	Acquired	689015	Indirect
2016-11-14	Common Stock	P	5529	$38.9752	Acquired	75529	Indirect
2016-11-14	Common Stock	P	900	$38.7858	Acquired	76429	Indirect
2016-11-15	Common Stock	P	6090	$39.2040	Acquired	695105	Indirect
2016-11-15	Common Stock	P	931	$39.2040	Acquired	77360	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2670	Direct

Footnotes

F1: Securities owned directly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Master"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment adviser of Engaged Capital Master, and as the sole member of Engaged Capital Holdings, LLC ("Engaged Holdings"), the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Master for purposes of Section 16. Prior to July 5, 2016 Engaged Capital Master was named Engaged Capital Master Feeder II, LP. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F2: Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the investment adviser of the Engaged Capital Account, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.