SEC Form 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|Estimated average burden|
|hours per response:
1. Name and Address of Reporting Person*
2. Date of Event Requiring Statement
3. Issuer Name and Ticker or Trading Symbol
[ MIDD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
Chief Accounting Officer
5. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||Form filed by One Reporting Person
||Form filed by More than One Reporting Person
|Table I - Non-Derivative Securities Beneficially Owned|
|1. Title of Security (Instr.
Amount of Securities Beneficially Owned (Instr.
||3. Ownership Form: Direct (D) or Indirect (I) (Instr.
||4. Nature of Indirect Beneficial Ownership (Instr.
Table II - Derivative Securities Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Date Exercisable and Expiration Date
||3. Title and Amount of Securities Underlying Derivative Security (Instr.
||4. Conversion or Exercise Price of Derivative Security
||5. Ownership Form: Direct (D) or Indirect (I) (Instr.
||6. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||Michael D. Thompson POA
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|
|Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Bryan E. Mittelman 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
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 19th day of May, 2023.
Signed and acknowledged:
/s/ Brittany C. Cerwin
Brittany C. Cerwin