SEC Form 4 · accession 0000921895-16-003241
MEDIFAST INC · MED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn W. Welling
Director
Period of report
Feb 8, 2016
Accepted (ET)
Feb 10, 2016 · 5:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000910329
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F2 | Feb 8, 2016 | J | 70,000 | $28.30 | D | 197,895 | I | By: Engaged Capital Master Feeder I, LP |
| Common StockF4,F3 | Feb 8, 2016 | J | 70,000 | $28.30 | A | 70,000 | I | By: Managed Account of Engaged Capital, LLC |
| Common StockF1 | holding | — | — | — | 469,570 | I | By: Engaged Capital Master Feeder II, LP | |
| Common Stock | holding | — | — | — | 2,670 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Securities owned directly by Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"). Mr. Welling, solely by virtue of his position as the founder and Chief Investment Officer ("CIO") of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment adviser of Engaged Capital Master II, and as the sole member of Engaged Capital Holdings, LLC ("Engaged Holdings"), the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Master II for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F2Securities owned directly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the general partner and investment adviser of Engaged Capital Master I, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Master I for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Mr. Welling, solely by virtue of his position as the founder and CIO of Engaged Capital, the investment adviser of the Engaged Capital Account, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4Represents a negotiated transfer of shares from Engaged Capital Master I to the Engaged Capital Account on February 8, 2016 at a per share price equal to the closing price of the shares of the Issuer on such date.