MIDDLEBY Corp — Director's Dealing 2012

Aug 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FITZGERALD TIMOTHY JOHN (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-20	Common Stock	F	8283	$99.00	Disposed	112049	Direct
2012-08-13	Common Stock	M	21520	$9.235	Acquired	133569	Direct
2012-08-13	Common Stock	F	8208	$116.64	Disposed	125361	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-13	Option to Buy	$9.235	M	21520	Disposed	2013-10-23	Common Stock (21520)	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 October 23, 2003, reporting person was granted options to purchase 70,000 shares of common stock that carried an exercise price of $9.235 per share, the fair market value of Middleby's common stock on the date of grant, with an expiration date of October 23, 2013. The option grant was 100% vested on the date of grant.