MEDIFAST INC — Director's Dealing 2016

Feb 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2016-02-04

Reporting Person: Welling Glenn W. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	A	2045	$0.00	Acquired	2670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Stock Option	$27.68	A	5000	Acquired	2026-02-04	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	469570	Indirect
Common Stock	267895	Indirect

Footnotes

F1: These shares were issued to Mr. Welling under the 2012 Share Incentive Plan and will vest on 1/1/2018.

F2: Securities owned directly by Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"). Mr. Welling, solely by virtue of his position as the founder and Chief Investment Officer ("CIO") of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment advisor of Engaged Capital Master II, 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 II for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: Securities owned directly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the general partner and investment advisor of Engaged Capital Master I, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Master I for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F4: These retention stock options, which were issued to Mr. Welling under the 2012 Share Incentive Plan, will vest in three equal installments beginning on 2/4/2017.