March 5, 2025 · Form 4 insider transaction
GARDEN EDWARD P bought 1,883,129 shares of The Middleby Corporation, a transaction worth N/A. The trade was recorded as conversion of a derivative and disclosed on an SEC Form 4, filed 2 days after the transaction.
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.; 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.