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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(Print or Type Responses)

1. Name and Address of Reporting Person * SHEETZ MARGARET MACDONALD   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) President & COO (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               95 (1) I By Spouse Common Stock 02/19/2013   A   4,000 (2) A $ 0 4,095 I By Spouse Common Stock 05/17/2013   F   1,414 (3) D $ 28.05 2,681 I By Spouse Common Stock 02/05/2014   A   1,875 (2) A $ 0 4,556 I By Spouse Common Stock 03/17/2014   F   657 (3) D $ 27.82 3,899 I By Spouse

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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

Stock Options

$ 24.26

02/19/2013

A

2,000

(4)

02/19/2023

Common Stock

2,000

$ 0

2,000

I

By Spouse

Stock Options

$ 26.52

02/05/2014

A

2,000

(4)

02/05/2024

Common Stock

2,000

$ 0

4,000

I

By Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHEETZ MARGARET MACDONALD C/O MEDIFAST, INC. 3600 CRONDALL LANE OWINGS MILLS, MD 21117	X		President & COO

Signatures

/s/ Margaret MacDonald Sheetz		12/03/2014
**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 acquired by the reporting person's spouse prior to the date on which the reporting person and her spouse were married. A Form 5 filed on February 14, 2014 erroneously reported that these shares were gifted to the reporting person on June 19, 2007. The Form 5 is being amended to correct this error and these shares will be reflected in the reporting person's indirect holdings in future Section 16 filings.
(2)	These shares were granted to the reporting person's spouse after the date on which the reporting person and her spouse were married and should have been reflected in the reporting person's Section 16 filings as shares held indirectly.
(3)	These shares were withheld by the Company in order to cover taxes associated with the vesting of shares previously issued to the reporting person's spouse. The transaction was effected after the reporting person and her spouse were married and should have been reflected in the reporting person's Section 16 filings.
(4)	These retention stock options, which were issued to the reporting person's spouse 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. These transactions were effected after the reporting person and her spouse were married and should have been reflected in the reporting person's Section 16 filings.

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