X0306 4 2020-03-25 0 0000769520 MIDDLEBY CORP MIDD 0001248449 FITZGERALD TIMOTHY JOHN C/O MIDDLEBY CORPORATION 1400 TOASTMASTER DRIVE ELGIN IL 60120 1 1 0 0 Chief Executive Officer Common Stock 2020-03-25 4 A 0 20644 A 274394 D Common Stock 2020-03-25 4 F 0 9155 55.69 D 265239 D Common Stock 6250 I Timothy J. FitzGerald 2012 Gift Trust Common Stock 6250 I Andrea C. FitzGerald 2012 Gift Trust Common Stock 25200 I By Spouse and Children 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. Transaction related to surrender of shares to fund reporting person's tax liability related to vesting of restricted stock. 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. 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. Martin M. Lindsay POA 2020-04-15