MIDDLEBY Corp — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEBY CORP (MIDD)
CIK: 0000769520
Period of Report: 2020-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common Stock	A	10834	—	Acquired	282838	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: These shares represent time-based restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock on the applicable vesting date. These restricted stock units will vest 50% of amount on each of March 1, 2022 and March 1, 2023. Vested shares will be issued to the reporting person after the applicable vesting date.

F2: Consists of (i) 272,004 shares of Common Stock; and (ii) the 10,834 restricted stock units that are reported on this Form 4.

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.