SEC Form 4 · accession 0001144204-16-079648
MEDIFAST INC · MED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn W. Welling
Director
Period of report
Feb 4, 2016
Accepted (ET)
Feb 8, 2016 · 6:02 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 StockF1 | Feb 4, 2016 | A | 2,045 | $0.00 | A | 2,670 | D | |
| Common StockF2 | holding | — | — | — | 469,570 | I | By: Engaged Capital Master Feeder II, LP | |
| Common StockF3 | holding | — | — | — | 267,895 | I | By: Engaged Capital Master Feeder I, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4 | $27.68 | Feb 4, 2016 | A | 5,000 | A | — | Feb 4, 2026 | Common Stock | 5,000 | 7,500 | D |
Explanation of responses
- F1These shares were issued to Mr. Welling under the 2012 Share Incentive Plan and will vest on 1/1/2018.
- F2Securities 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 advisor 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.
- F3Securities 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 advisor 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.
- F4These retention stock options, which were issued to Mr. Welling under the 2012 Share Incentive Plan, will vest in three equal installments beginning on 2/4/2017.