0001179110-21-008700.txt : 20210909 0001179110-21-008700.hdr.sgml : 20210909 20210909203411 ACCESSION NUMBER: 0001179110-21-008700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210907 FILED AS OF DATE: 20210909 DATE AS OF CHANGE: 20210909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FITZGERALD TIMOTHY JOHN CENTRAL INDEX KEY: 0001248449 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09973 FILM NUMBER: 211245617 MAIL ADDRESS: STREET 1: C/O MIDDLEBY CORPORATON STREET 2: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60420 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBY Corp CENTRAL INDEX KEY: 0000769520 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 363352497 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 8477413300 MAIL ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLEBY CORP DATE OF NAME CHANGE: 19920703 4 1 edgar.xml FORM 4 - X0306 4 2021-09-07 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 2021-09-07 4 A 0 11666 A 236037 D Common Stock 56250 I Andrea C. FitzGerald 2012 Gift Trust Common Stock 12500 I Timothy J. FitzGerald 2012 Gift Trust Common Stock 25200 I By Spouse and Children 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 1/3 of amount on each of March 1, 2022, March 1, 2023 and March 1, 2024. Vested shares will be issued to the reporting person as soon as practicable after the applicable vesting date. 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. Michael D. Thompson POA 2021-09-09 EX-24 2 ex24fitzgerald.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby constitutes and appoints each of Martin M. Lindsay and Michael D. Thompson, or any of them acting singly and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of The Middleby Corporation (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and 3. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys- in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 18th day of August, 2021. Signed and acknowledged: /s/ Timothy J. FitzGerald Signature Timothy J. FitzGerald Printed Name