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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Medifast, Inc.

(Name
of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

58470H101

(CUSIP Number)

glenn
w. welling

engaged
capital, llc

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

STEVE WOLOSKY

OLSHAN
FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

November 13, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

* Includes 2,670 Shares beneficially
owned directly by Mr. Welling, consisting of 625 Shares and 2,045 Shares underlying certain restricted Shares that vest within
60 days of the date hereof.

The following constitutes
Amendment No. 6 the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule
13D as specifically set forth herein.

Item 3 is hereby amended
and restated to read as follows:

The Shares owned by
Engaged Capital Flagship Master and held in the Engaged Capital Account were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as
has been previously otherwise noted. The aggregate purchase price of the 494,119 Shares beneficially owned by Engaged Capital Flagship
Master is approximately $15,411,222, including brokerage commissions. The aggregate purchase price of the 45,430 Shares held in
the Engaged Capital Account is approximately $1,364,883, including brokerage commissions.

Mr. Welling, in his
capacity as a director of the Issuer, has been awarded an aggregate of 5,309 restricted Shares, of which 625 Shares have fully
vested and 2,045 Shares vest within 60 days of the date hereof.

Item 4 is hereby amended
to add the following:

Due to the appreciation
of the Issuer’s stock price since the Reporting Persons’ filing of their initial Schedule 13D on May 14, 2014, the
size of the Reporting Persons’ investment in the Shares as a percentage of their portfolio has exceeded the Reporting Persons’
desired position size due to risk limits. Accordingly, the Reporting Persons have adjusted the size of their position in the Shares.
The Issuer’s Shares continue to remain a significant holding in the Reporting Persons’ investment portfolio.

Items 5(a) –
(c) and (e) are hereby amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 11,933,645 Shares outstanding as of November
1, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 8, 2017.

As of the close of
business on November 14, 2017, Engaged Capital Flagship Master beneficially owned 494,119 Shares, constituting approximately 4.1%
of the Shares outstanding. Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship
Master, may be deemed to beneficially own the 494,119 Shares owned by Engaged Capital Flagship Master, constituting approximately
4.1% of the Shares outstanding.

As of the close of
business on November 14, 2017, 45,430 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares
outstanding.

As of the close of
business on November 14, 2017, Mr. Welling directly beneficially owned 2,670 Shares, consisting of 625 Shares and 2,045 Shares
underlying certain restricted Shares that vest within 60 days of the date hereof, constituting less than 1% of the Shares outstanding.

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.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: November 15, 2017

SCHEDULE A

Transactions in Securities of
the Issuer During the Past Sixty Days

Engaged
Capital Flagship Master Fund, LP

Engaged
Capital, LLC
(Through the Engaged Capital Account)