FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MACDONALD MICHAEL C   2. Issuer Name and Ticker or Trading Symbol MEDIFAST INC [MED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MEDIFAST, INC., 3600 CRONDALL LANE 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2013 (Street) OWINGS MILLS, MD 21117 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/02/2013   A   100,000 (1) A $ 0 232,656 D   Common Stock 02/19/2013   A   100,000 (2) A $ 0 332,656 D   Common Stock 02/05/2014   A   30,000 (3) A $ 0 362,656 D   Common Stock 03/25/2014   F   2,334 D $ 28.97 360,322 D   Common Stock 06/17/2014   D   70,000 (4) D $ 0 290,322 D   Common Stock 06/17/2014   D   80,000 (5) D $ 0 210,322 D   Common Stock 06/17/2014   D   30,000 (6) D $ 0 180,322 D   Common Stock 06/17/2014   A   150,000 (7) A $ 0 330,322 D   Common Stock 06/17/2014   A   30,000 (8) A $ 0 360,322 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MACDONALD MICHAEL C C/O MEDIFAST, INC. 3600 CRONDALL LANE OWINGS MILLS, MD 21117	X		Chief Executive Officer

Signatures

/s/ Jason L. Groves, Esq., attorney-in-fact		06/19/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares granted to the reporting person under the 2012 Share Incentive Plan. These shares vest annually in equal installments over a period of five years beginning on the first anniversary of the grant date. A portion of these shares was subsequently forfeited by the reporting person (see Footnote 4 below).
(2)	Represents restricted shares granted to the reporting person in five equal tranches under the 2012 Share Incentive Plan. Each tranche vests in equal increments over a three year period, such that the first tranche began vesting on the first anniversary of the grant date, the second tranche will begin vesting on the second anniversary of the grant date and so forth. The total vesting period for this award is seven years. A portion of these shares was subsequently forfeited by the reporting person (see Footnote 5 below).
(3)	Represents shares issued under the 2012 Share Incentive Plan after performance-based conditions were satisfied for the fiscal 2013 performance period. These shares were subsequently forfeited by the reporting person (see Footnote 6 below).
(4)	Represents the portion of shares described in Footnote 1 that were forfeited by the reporting person.
(5)	Represents the portion of shares described in Footnote 2 that were forfeited by the reporting person.
(6)	Represents the shares described in Footnote 3 that were forfeited by the reporting person.
(7)	Represents an award comprised of two tranches of restricted shares. The first tranche of 70,000 shares vests over a four year term, with 10,000 vesting on January 2, 2015 and 20,000 vesting on each January 2 in 2016, 2017 and 2018. The second tranche is comprised of four equal sub-tranches totaling 80,000 shares. Each sub-tranche vests in equal increments over a three year term, such that the first sub-tranche will begin vesting on February 19, 2015, the second sub-tranche will begin vesting on February 19, 2016, and so forth. The total vesting period for the award is six years.
(8)	Represents shares issued under the 2012 Share Incentive Plan. These shares will vest in full on December 31, 2014.
Remarks: Exhibit List:  Exhibit 24- Limited Power of Attorney

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