MED Medifast Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Chard Daniel R	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) Chairman & CEO
(Last)          (First)          (Middle) C/O MEDIFAST, INC.,, 100 INTERNATIONAL DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/31/2021
(Street) BALTIMORE, MD 21202 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/31/2021		M		24072	A	(1)	39788	D
Common Stock	12/31/2021		F		11533	D	$209.43	28255	D
Common Stock	1/3/2022		G(2)	V	12539	D	$0	15716	D
Common Stock	1/3/2022		G(2)	V	12539	A	$0	103149	I	The Dan and Allyson Family Irrevocable Trust (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	12,036 Performance Stock Units were granted on February 20, 2019, and vested on December 31, 2021 and converted into common stock on a two-for-one basis due to the achievement of certain performance factors.
(2)	The reporting person transferred these shares to The Dan and Allyson Family Irrevocable Trust, for which the reporting person is the Settlor of the Trust and Investment Trustee.
(3)	These shares are directly owned by The Dan and Allyson Family Irrevocable Trust, for which the reporting person is the Settlor of the Trust and Investment Trustee.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Chard Daniel R C/O MEDIFAST, INC., 100 INTERNATIONAL DRIVE BALTIMORE, MD 21202	X		Chairman & CEO

Signatures
/s/ Jason L. Groves, attorney-in-fact		1/4/2022
**Signature of Reporting Person		Date