X0306 4 2020-04-11 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 2020-04-11 4 A 0 12154 A 277393 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 Reporting person was granted 12,154 shares of restricted stock on April 11, 2020. The grant is scheduled to vest in full on December 28, 2020. 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