Edward P. Garden - Mar 5, 2025 Form 4 Insider Report for MIDDLEBY Corp (MIDD)

Role: Director
Signature: /s/ Edward P. Garden
Stock symbol: MIDD
Transactions as of: Mar 5, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/7/2025, 05:59 PM
Previous filing: Mar 6, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MIDD	Common Stock	Conversion of derivative security		+1.88M	+250.17%		2.64M	Mar 5, 2025	Please see explanation below	F1, F2
transaction	MIDD	Common Stock	Award		+1.11K			1.11K	Mar 6, 2025	Direct	F3

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
transaction	MIDD	Physically-settled forward contract (Obligation to Buy)	Conversion of derivative security		-1.88M	-100%		0	Mar 5, 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	On the Transaction Date, GI SPV I L.P. ("GI SPV I") physically settled forward contracts with an unaffiliated third party financial counterparty by purchasing an aggregate of 1,883,129 shares of Common Stock of the Issuer for prices between $129.48 and $144.57 per share plus a financing amount. The exercise and settlement of the physically-settled forward contracts and the acquisition of Issuer shares in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rule 16b-6(b) of the Exchange Act.
F2	Reflects securities held directly by 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 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.
F3	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 in full on March 6, 2026. Vested shares will be issued to the reporting person after the applicable vesting date.