MIDDLEBY Corp — Director's Dealing 2011

Feb 11, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2011-01-01

Reporting Person: LINDSAY MARTIN M (Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-28	Common Stock	A	5000	—	Acquired	25982	Direct

Footnotes

F1: On May 28, 2008 5,000 shares of restricted stock were granted to the reporting person. The grant vests in four equal installments as follows:After Jan 1, 2009, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $61.23/ share between Jan 1 2009 and Jan 1 2012.After Jan 1, 2010, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $67.35/ share between Jan 1 2010 and Jan 1 2013.After January 1, 2011, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $74.08/ share between Jan 1 2011 and Jan 1 2014.After Jan 1, 2012, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $81.49/ share between Jan 1 2012 and Jan 1 2015.

F2: Reporting person failed to file original Form 4 regarding the May 28, 2008 restricted stock grant. All of the Issuer's 10-Q, 10-K, and annual proxy statements, subsequent to May 28, 2008 grant, accurately reflected the May 28, 2008 restricted stock grant.

F3: Reporting persons holdings after the May 28, 2008 grant were 17,195 shares.