MIDDLEBY Corp — Director's Dealing 2020

Apr 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2020-03-25

Reporting Person: FITZGERALD TIMOTHY JOHN (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-25	Common Stock	A	20644	—	Acquired	274394	Direct
2020-03-25	Common Stock	F	9155	$55.69	Disposed	265239	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6250	Indirect
Common Stock	6250	Indirect
Common Stock	25200	Indirect

Footnotes

F1: Represents shares of stock that were issued in exchange for the reporting person's annual performance based cash bonus at the same value as would have otherwise been paid in cash for the bonus. The shares of stock fully vested on date of grant. The shares of stock were issued to the reporting person pursuant to the 2011 Long Term Incentive Plan.

F2: Transaction related to surrender of shares to fund reporting person's tax liability related to vesting of restricted stock.

F3: 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.

F4: 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.