MEDIFAST INC — Director's Dealing 2017

Mar 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2017-03-10

Reporting Person: Welling Glenn W. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-10	Common Stock	P	13084	$41.2827	Acquired	708189	Indirect
2017-03-13	Common Stock	P	2000	$41.5000	Acquired	710189	Indirect
2017-03-14	Common Stock	P	2000	$41.5000	Acquired	712189	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	77360	Indirect
Common Stock	5309	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 Chief Investment Officer 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. 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 Chief Investment Officer 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.

F3: Purchase effected pursuant to a Rule 10b5-1 trading plan adopted on December 14, 2016.