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: CONNOLLY CHARLES P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	A	1250	$0.00	Acquired	47280	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

Footnotes

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

F2: These retention stock options, which were issued to the reporting person under the 2012 Share Incentive Plan, will vest in three equal installments beginning on 2/4/2017.