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. 1)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

RYAN NEBEL

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)

July 8, 2020

(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).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

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

The Shares purchased by each of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities 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). The aggregate purchase price of the 62,461 Shares beneficially owned by Engaged Capital Flagship Master is approximately $4,857,494, including brokerage commissions. The aggregate purchase price of the 201,413 Shares beneficially owned by Engaged Capital Co-Invest X is approximately $17,824,989, including brokerage commissions. The aggregate purchase price of the 336,577 Shares beneficially owned by Engaged Capital Co-Invest X-A is approximately $33,223,438, including brokerage commissions. The aggregate purchase price of the 77,208 Shares beneficially owned by Engaged Capital Opportunities is approximately $6,985,651, including brokerage commissions. The aggregate purchase price of the 6,864 Shares held in the Engaged Capital Account is approximately $536,174, including brokerage commissions.

Items 5(a) and (c) 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 11,780,970 Shares outstanding as of April 29, 2020, 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 May 6, 2020.

As of the date hereof, Engaged Capital Flagship Master beneficially owned 62,461 Shares, constituting less than 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 62,461 Shares owned by Engaged Capital Flagship Master, constituting less than 1% of the Shares outstanding.

As of the date hereof, Engaged Capital Co-Invest X beneficially owned 201,413 Shares, constituting approximately 1.7% of the Shares outstanding.

As of the date hereof, Engaged Capital Co-Invest X-A beneficially owned 336,577 Shares, constituting approximately 2.9% of the Shares outstanding.

As of the date hereof, Engaged Capital Opportunities beneficially owned 77,208 Shares, constituting less than 1% of the Shares outstanding.

As of the date hereof, 6,864 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 684,523 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 5.8% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 684,523 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 5.8% 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 684,523 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest X, Engaged Capital Co-Invest X-A and Engaged Capital Opportunities and held in the Engaged Capital Account, constituting approximately 5.8% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted herein.

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: July10, 2020

SCHEDULE B

Transactions in Securities of the Issuer During the Past 60 Days

ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP

ENGAGED CAPITAL CO-INVEST X, LP

ENGAGED CAPITAL CO-INVEST X-A, LP

ENGAGED CAPITAL OPPORTUNITIES FUND, LP

ENGAGED CAPITAL, LLC
(Through the Engaged Capital Account)