SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WHITMAN WILLIAM F III

(Last)

(First)

(Middle)

8050 S.E. LITTLE HARBOUR DRIVE

(Street)

HOBE SOUND

33455

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MIDDLEBY CORP [ midd ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/23/2003		M		100,000⁽¹⁾	A	$7.094	2,003,571	D
Common Stock	10/24/2003		M		20,000⁽²⁾	A	$5.9	2,023,571	D
Common Stock	10/23/2003		F		44,797⁽³⁾	D	$18.47	1,978,774	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$7.094	10/23/2003		M			100,000⁽¹⁾	06/23/2003	02/19/2008	Common Stock	100,000	⁽¹⁾	150,000	D
Stock Option	$5.9	10/23/2003		M			20,000⁽²⁾	02/26/2003	02/26/2012	Common Stock	20,000	⁽²⁾	130,000	D
Stock Option	$18.47	10/23/2003		A		45,000⁽⁴⁾		10/23/2003	10/23/2013	Common Stock	45,000	$18.47	175,000	D

Explanation of Responses:

1. This exercise is related to an option grant dated February 19, 1998 for 100,000 shares at a exercise price of $7.094. The option is fully exercised.

2. This exercise is related to an option grant dated February 26, 2002 for 20,000 shares at a exercise price of $5.90. The option grant is 20% exercised.

3. Represents the redemption of 44,797 shares to the Company as payment for the two option exercise transactions of 100,000 and 20,000 shares respectively

4. Represents an option grant for 45,000 shares under the Company's 1998 Stock Incentive Plan, as amended,at a exercise price of $18.47 which vest immediately and expire in 10 years.

	William F. Whitman, Jr.	10/27/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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