MIDDLEBY Corp — Director's Dealing 2013

Sep 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2013-08-28

Reporting Person: FITZGERALD TIMOTHY JOHN (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-28	Common Stock	S	12000	$184.50	Disposed	18699	Indirect
2013-08-28	Common Stock	S	12000	$184.50	Disposed	18700	Indirect
2013-09-04	Common Stock	S	4000	$190.00	Disposed	14699	Indirect
2013-09-04	Common Stock	S	4000	$190.00	Disposed	14700	Indirect
2013-09-05	Common Stock	S	4000	$195.00	Disposed	10699	Indirect
2013-09-05	Common Stock	S	4000	$195.00	Disposed	10700	Indirect
2013-09-09	Common Stock	S	4000	$200.00	Disposed	6699	Indirect
2013-09-09	Common Stock	S	4000	$200.00	Disposed	6700	Indirect
2013-09-10	Common Stock	S	4000	$205.00	Disposed	2699	Indirect
2013-09-10	Common Stock	S	4000	$205.00	Disposed	2700	Indirect
2013-09-11	Common Stock	S	2699	$210.00	Disposed	0	Indirect
2013-09-11	Common Stock	S	2700	$210.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23962	Direct

Footnotes

F1: The reporting person is the spouse of the trustee and a beneficiary of the Timothy J. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.

F2: The reporting person is the trustee and a beneficiary of the Andrea C. FitzGerald 2012 Gift Trust. Beneficial ownership is disclaimed except to the extent of the reporting person's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.

F3: Shares sold pursuant to existing 10b5-1 plan.

F4: The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer.