MEDIFAST INC — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2017-02-16

Reporting Person: AMELI MEHRNAZ MONA (President, Take Shape For Life)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Stock	A	2375	—	Acquired	7369	Direct
2017-02-16	Common Stock	A	2120	—	Acquired	9489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-16	Performance Restricted Stock Units	$	A	37950	Acquired		Common Stock (37950)	Direct
2017-02-16	Stock Options	$44.73	A	7500	Acquired	2027-02-16	Common Stock (7500)	Direct

Footnotes

F1: Represents shares issued to the reporting person under the 2012 Share Incentive Plan after pre-established performance -based conditions were satisfied for the 2016 performance period.

F2: This annual restricted stock grant, which was issued to the reporting person under the 2012 Share Incentive Plan, will vest annually in equal installments over a period of three years, beginning on the first anniversary of the grant date.

F3: 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, following the 2017 performance period.

F4: These non qualified stock options, which were issued to the reporting person under the 2012 Share Incentive Plan, will vest in three equal annual installments beginning on the first anniversary of the grant date.