MIDDLEBY Corp — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2012-12-17

Reporting Person: BASSOUL SELIM A (Director, CEO, Chairman, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-17	Common Stock	M	80972	$5.255	Acquired	429214	Direct
2012-12-17	Common Stock	F	28305	$129.35	Disposed	400909	Direct
2012-12-17	Common Stock	M	15500	$9.235	Acquired	416409	Direct
2012-12-17	Common Stock	F	5237	$129.35	Disposed	411172	Direct
2012-12-18	Common Stock	S	35000	$130	Disposed	376172	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-17	Stock Option (Right to Buy)	$5.255	M	80972	Disposed	2013-03-05	Common Stock (80972)	Direct
2012-12-17	Stock Option (Right to Buy)	$9.235	M	15500	Disposed	2013-10-23	Common Stock (15500)	Direct

Footnotes

F1: Transaction related to the surrender of shares to fund reporting person's tax liability related to stock option exercise.

F2: Exercise of vested stock options granted on March 5, 2003 at a split adjusted exercise price of $5.255. The option grant vested in 20% increments over a five year period.

F3: Exercise of vested stock options granted on October 23, 2003 at a split adjusted exercise price of $9.235. The option grant was 100% vested on the date of grant.

F4: Shares sold pursuant to existing 10b5-1 plan.