Ming Xian - Jun 16, 2022 Form 4 Insider Report for MEDIFAST INC (MED)

Role: Director
Signature: /s/ Jason L. Groves, attorney-in-fact
Stock symbol: MED
Transactions as of: Jun 16, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/21/2022, 09:17 PM
Previous filing: Jun 7, 2021
Next filing: Aug 10, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MED	Restricted Stock Units (cash settled)	Award	$0	+1.32K	+209.05%	$0.00	1.95K	Jun 16, 2022	Common Stock	1.32K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Content

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.

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.