MIDDLEBY Corp — Director's Dealing 2010

Feb 12, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2009-12-29

Reporting Person: Brewer David (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-31	Common Stock	A	10000	—	Acquired	10000	Direct
2008-02-13	Common Stock	A	10000	—	Acquired	20000	Direct
2009-12-29	Common Stock	D	4000	—	Disposed	16000	Direct
2009-12-29	Common Stock	D	4000	—	Disposed	12000	Direct
2009-12-29	Common Stock	A	8000	—	Acquired	20000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

F1: The Reporting Person owned zero shares of common stock on May 17, 2007, the date on which the Reporting Person became an officer of The Middleby Corporation (the "Company").

F2: N/A

F3: On January 28, 2008, the Reporting Person was awarded a Performance Stock award of 10,000 shares of restricted stock. Beginning January 1, 2009 the grant vests in five equal installments if the 30 day average closing price of Common Stock is at or above $80 between January 1, 2009 and January 1, 2011, at or above $85 between January 1, 2010 and January 1, 2012, at or above $92.50 between January 1, 2011 and January 1, 2013, at or above $100 between January 1, 2012 and January 1, 2014, and at or above $107.50 between January 1, 2013 and January 1, 2015.

F4: On February 13, 2008, the Reporting Person was awarded a Performance Stock award of 10,000 shares of restricted stock. Beginning January 1, 2009 the grant vests in five equal installments if the 30 day average closing price of Common Stock is at or above $80 between January 1, 2009 and January 1, 2011, at or above $85 between January 1, 2010 and January 1, 2012, at or above $92.50 between January 1, 2011 and January 1, 2013, at or above $100 between January 1, 2012 and January 1, 2014, and at or above $107.50 between January 1, 2013 and January 1, 2015.

F5: On December 29, 2009, the Board of Directors of the Company approved the cancellation of the unvested portion of Performance Stock first eligible to vest at specified common stock prices of the Company on January 1, 2009 and January 1, 2010 pursuant to Restricted Stock Agreements with the Reporting Person.

F6: The cancelled shares relate to a portion of the Performance Stock award granted to the Reporting Person for a total of 10,000 shares on January 28, 2008. The Performance Stock was scheduled to vest in five equal installments if the 30 day average closing price of Common Stock is at or above $80 between January 1, 2009 and January 1, 2011, at or above $85 between January 1, 2010 and January 1, 2012, at or above $92.50 between January 1, 2011 and January 1, 2013, at or above $100 between January 1, 2012 and January 1, 2014, and at or above $107.50 between January 1, 2013 and January 1, 2015. The cancelled shares relate to the portions of the award that were first eligible to vest on January 1, 2009 and January 1, 2010.

F7: The cancelled shares relate to a portion of the Performance Stock award granted to the Reporting Person for a total of 10,000 shares on February 13, 2008. The Performance Stock was scheduled to vest in five equal installments if the 30 day average closing price of Common Stock is at or above $80 between January 1, 2009 and January 1, 2011, at or above $85 between January 1, 2010 and January 1, 2012, at or above $92.50 between January 1, 2011 and January 1, 2013, at or above $100 between January 1, 2012 and January 1, 2014, and at or above $107.50 between January 1, 2013 and January 1, 2015. The cancelled shares relate to the portions of the award that were first eligible to vest on January 1, 2009 and January 1, 2010.

F8: On December 29, 2009, the Reporting Person was awarded a Performance Stock award of 8,000 shares of restricted stock, which vests in two equal tranches, each subject to performance and time-based vesting requirements. Tranche 1 vests on March 15, 2011 if the Company has achieved a Return on Equity (as defined in the award agreement) of 10% for the fiscal 2010 period. Tranche 2 vests on January 1, 2012 (as measured on March 10, 2011) if the Company has achieved a Return on Equity of 12% for the same fiscal 2010 period. If the fiscal 2010 Return on Equity criteria is not met (as measured on March 10, 2011), the restricted stock will vest, on March 15, 2012, based on achievement of the same Return on Equity criteria for the fiscal 2011 period. If the Return on Equity criteria are not met for the fiscal 2010 or 2011 period, the restricted stock will be forfeited.