MEDIFAST INC — Director's Dealing 2022

Jun 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEDIFAST INC (MED)
CIK: 0000910329
Period of Report: 2022-06-16

Reporting Person: Xian Ming (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-16	Restricted Stock Units (cash settled)	$	A	1317	Acquired		Common Stock (1317)	Direct

Footnotes

F1: Represents the contingent right to receive 1,317 shares of the Issuer's common stock or the cash equivalent in connection with the payment of the reporting person's annual director fees, which fees have been deferred under the Medifast, Inc. Director's Deferred Compensation Plan (Amended and Restated) (the "Deferred Compensation Plan"). These shares are granted from the Issuer's 2012 Share Incentive Plan and will vest in full on June 16, 2023. The restricted stock units will become payable in cash upon or following the reporting person's termination of service as a director of the Issuer pursuant to the terms of the Deferred Compensation Plan.

F2: Mr. Xian's beneficial ownership consists of 1,317 and 630 restricted stock units granted June 16, 2022 and June 3, 2021, respectively, all of which are deferred pursuant to the terms of the Deferred Compensation Plan. Prior grants of restricted stock units for Mr. Xian were settled in cash on their respective vesting dates.