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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MILLS JEANNETTE M   2. Issuer Name and Ticker or Trading Symbol MEDIFAST INC [MED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O MEDIFAST, INC., 3600 CRONDALL LANE 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2013 (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 02/19/2013   A   750 (1) A $ 0 15,373 D   Common Stock 03/31/2013   A   510 (2) A $ 0 15,883 D   Common Stock 05/31/2013   D   437 (3) D $ 0 15,446 D   Common Stock 05/31/2013   A   10,000 (4) A $ 0 25,446 D   Common Stock 06/30/2013   A   443 (5) A $ 0 25,889 D   Common Stock 02/05/2014   A   1,094 (6) A $ 0 26,983 D   Common Stock 03/13/2014   F   383 D $ 26.7 26,600 D   Common Stock 05/31/2014   F   700 D $ 31.43 25,900 D   Common Stock 06/06/2014   S   2,335 (7) D $ 32.1088 23,565 D   Common Stock 06/09/2014   S   449 D $ 32 23,116 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Stock Options

$ 28.81

05/31/2013

A

1,167

(8)

05/31/2023

Common Stock

1,167

$ 0

1,167

D

Stock Options

$ 26.52

02/05/2014

A

2,000

(8)

02/05/2024

Common Stock

2,000

$ 0

3,167

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLS JEANNETTE M C/O MEDIFAST, INC. 3600 CRONDALL LANE OWINGS MILLS, MD 21117			Executive Vice President

Signatures

/s/ Jeannette M. Mills		06/10/2014
**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)	These shares were granted to the reporting person under the 2012 Share Incentive Plan for satisfactory participation on the Board of Directors. These shares will vest in full on 1/1/2015. A portion of these shares were subsequently forfeited by the reporting person (see Footnote 3 below).
(2)	These shares were granted to the reporting person under the 2012 Share Incentive Plan for satisfactory participation on the Board of Directors. These shares will vest in full on 2/5/2014.
(3)	These shares represent a portion of the shares described in Footnote 1, which were forfeited by the reporting person in connection with her resignation from the Board of Directors.
(4)	These shares were granted to the reporting person under the 2012 Share Incentive Plan as part of her employment agreement. These shares will vest annually in equal installments over a period of five years beginning on the first anniversary of the grant date.
(5)	These shares were granted to the reporting person under the 2012 Share Incentive Plan for satisfactory participation on the Board of Directors prior to her resignation. These shares will vest in full on 2/5/2014.
(6)	Represents shares issued upon the settlement of performance shares previously granted to the reporting person under the 2012 Share Incentive Plan for the fiscal 2013 performance period, which shares are fully vested.
(7)	Represents the weighted average of multiple sales transactions ranging in price from $32.00 to $32.24. The reporting person agrees to provide upon request by the SEC Staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(8)	These retention stock options, which were 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.