Filing Details

☒	Rule 13d-1(b)
☐	Rule 13d-1(c)
☐	Rule 13d-1(d)

CUSIP No.596278101

SCHEDULE 13G

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* Beneficial ownership based on 53,603,418 shares of common stock outstanding as of February 26, 2024, as reported on the Issuer’s Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024.

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* Beneficial ownership based on 53,603,418 shares of common stock outstanding as of February 26, 2024, as reported on the Issuer’s Report on Form 10-K filed with the SEC on February 28, 2024.

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Item 1(a)	Name of Issuer:
	The Middleby Corporation
Item 1(b)	Address of Issuer’s Principal Executive Offices:
	1400 Toastmaster Drive
	Elgin, Illinois 60120
Items 2(a)	Name of Person Filing:
	This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership (“Select LP”) and George S. Loening (“Loening”), who is the majority owner of Select LP and managing member of its general partner. Select LP and Loening are sometimes jointly referred to herein as the “Select Reporting Persons.”
Item 2(b)	Address of Principal Business Office:
	The business address of each of the Select Reporting Persons is:
	380 Lafayette Street, 3rd Floor
	New York, New York 10003
Item 2(c)	Citizenship:
	George S. Loening is a United States citizen.
Item 2(d)	Title of Class of Securities:
	Common Stock
Item 2(e)	CUSIP Number:
	596278101
Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:

(a)	☐ Broker or dealer registered under Section 15 of the Act;

(b)	☐ Bank as defined in Section 3(a)(6) of the Act;

(c)	☐ Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☒ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

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Item 4	Ownership:
	The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Select Reporting Person and is incorporated herein by reference for each such Select Reporting Person.
Item 5	Ownership of Five Percent or Less of a Class:
	If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6	Ownership of More than Five Percent on Behalf of Another Person:
	N/A
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
	See Exhibit 99.1.
Item 8	Identification and Classification of Members of the Group:
	N/A
Item 9	Notice of Dissolution of Group:
	N/A
Item 10	Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 10, 2024

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