MIDDLEBY Corp — Director's Dealing 2012

Aug 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2012-04-20

Reporting Person: LINDSAY MARTIN M (Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-20	Common Stock	F	481	$99.00	Disposed	21954	Direct
2012-08-13	Common Stock	M	600	$5.255	Acquired	22554	Direct
2012-08-13	Common Stock	M	15000	$26.965	Acquired	37554	Direct
2012-08-13	Common Stock	F	4768	$116.64	Disposed	32786	Direct
2012-08-14	Common Stock	S	10000	$114.73	Disposed	22786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-13	Option to Buy	$5.255	M	600	Disposed	2013-03-05	Common Stock (600)	Direct
2012-08-13	Option to Buy	$26.965	M	15000	Disposed	2015-02-28	Common Stock (15000)	Direct

Footnotes

F1: Transaction related to the surrender of shares to fund reporting person's tax liability related to a restricted stock vesting.

F2: Transaction represents the exercise of vested stock options. On March 5, 2003, reporting person was granted incentive stock options to purchase 3,000 shares of common stock that carried an exercise price of $5.255, the fair market value of Middleby common stock on the date of grant, with an expiration date of March 5, 2013. The option grant vested in 20% increments over a five year period following the grant date.

F3: Transaction represents the exercise of vested stock options. On February 28, 2005, reporting person was granted options to purchase 20,000 shares of common stock that carried an exercise price of $26.965, the fair market value of Middleby common stock on the date of grant, with an expiration date of February 28, 2015. The option vested in full in 25% increments based on achievement of stock price targets.

F4: Transaction related to the surrender of shares to fund reporting person's tax liability related to an exercise of stock options.