MEDIFAST INC — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2016-10-03

Reporting Person: Chard Daniel R (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-03	Common Stock	A	16061	—	Acquired	16061	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-03	Performance-based deferred shares	$	A	210000	Acquired	2019-12-31	Common Stock (210000)	Direct

Footnotes

F1: These shares will vest one-third per year on each of the first, second and third anniversaries of the grant date.

F2: Represents the maximum number of shares that may be earned under this performance-based deferred share award. The actual number of deferred shares that will vest will be determined based on the achievement of certain pre-established performance goals, including the Company's total shareholder return and the price of the Common Stock.