13D Filing: Engaged Capital and Medifast Inc (MED)

Engaged Capital, as
the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of the Engaged Capital
Account, may be deemed to beneficially own the 539,549 Shares owned in the aggregate by Engaged Capital Flagship Master and held
in the Engaged Capital Account, constituting approximately 4.5% of the Shares outstanding. Engaged Holdings, as the managing member
of Engaged Capital, may be deemed to beneficially own the 539,549 Shares owned in the aggregate by Engaged Capital Flagship Master
and held in the Engaged Capital Account, constituting approximately 4.5% of the Shares outstanding. Mr. Welling, as the Founder
and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 539,549 Shares owned in the
aggregate by Engaged Capital Flagship Master and held in the Engaged Capital Account, constituting approximately 4.5% of the Shares
outstanding, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 542,219 Shares, constituting
approximately 4.5% of the Shares outstanding.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(b)       By
virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore,
Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned
by Engaged Capital Flagship Master.

By virtue of their
respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed
to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.

Mr. Welling has the
sole power to vote and dispose of the Shares directly beneficially owned by him.

(c)       Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

(e)       As
of November 13, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.