Edward P. Garden - Feb 24, 2025 Form 3 Insider Report for MIDDLEBY Corp (MIDD)

Role: Director
Signature: /s/ Edward P. Garden
Stock symbol: MIDD
Transactions as of: Feb 24, 2025
Transactions value $: $0
Form type: 3
Date filed: 3/6/2025, 08:45 PM
Previous filing: May 8, 2024
Next filing: Mar 7, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MIDD	Common Stock						753K	Feb 24, 2025	Please see explanation below	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MIDD	Physically-settled forward contract (Obligation to Buy)							Feb 24, 2025	Common Stock	1.88M		Please see explanation below	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects securities held directly by GI SPV I L.P. ("GI SPV I"). Mr. Garden is the sole member of Garden Investment Management GP, LLC, which serves as the general partner of Garden Investment Management, L.P., which serves as the management company for GI SPV I. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the securities of the Issuer beneficially owned by GI SPV I. Mr. Garden disclaims beneficial ownership of such securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that Mr. Garden is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
F2	Reflects physically-settled forward contracts previously entered into by GI SPV I with an unaffiliated third party financial counterparty, which may be settled in cash or shares of Issuer common stock at prices between $129.48 and $144.57 per share plus a financing amount, at the election of GI SPV I, at any point prior to the expiration date set forth in Column 2.

Content

Reflects securities held directly by GI SPV I L.P. ("GI SPV I"). Mr. Garden is the sole member of Garden Investment Management GP, LLC, which serves as the general partner of Garden Investment Management, L.P., which serves as the management company for GI SPV I. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the securities of the Issuer beneficially owned by GI SPV I. Mr. Garden disclaims beneficial ownership of such securities except to the extent of his pecuniary interests therein, and this report shall not be deemed an admission that Mr. Garden is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Reflects physically-settled forward contracts previously entered into by GI SPV I with an unaffiliated third party financial counterparty, which may be settled in cash or shares of Issuer common stock at prices between $129.48 and $144.57 per share plus a financing amount, at the election of GI SPV I, at any point prior to the expiration date set forth in Column 2.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney - Edward P. Garden