SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Middleby Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☒
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 596278101
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SCHEDULE 13G
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Select Equity Group, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,536,791
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,536,791
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,536,791
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.42%*
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12
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TYPE OF REPORTING PERSON
IA
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* Beneficial ownership based on 53,883,522 shares of common stock outstanding as of November 4, 2022, as reported on the Issuer’s Report on Form 10-Q filed
with the Securities and Exchange Commission (“SEC”) pursuant on November 10, 2022.
2
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CUSIP No. 596278101
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SCHEDULE 13G
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
George S. Loening
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,536,791
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,536,791
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,536,791
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.42%*
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12
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TYPE OF REPORTING PERSON
IN/HC
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* Beneficial ownership based on 53,883,522 shares of common stock outstanding as of November 4, 2022, as reported on the Issuer’s Report on Form 10-Q filed
with the Securities and Exchange Commission (“SEC”) pursuant on November 10, 2022.
3
Item 1(a) Name of Issuer:
The Middleby Corporation
| Item 1(b) |
Address of Issuer’s Principal Executive Offices:
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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, 6th
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:
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(a)
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☐ Broker or dealer registered under Section 15 of the Act;
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☒ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ 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;
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(j)
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☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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4
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:
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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.
5
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.
SELECT EQUITY GROUP, L.P.
By: Select Equity GP, LLC, its General Partner
By: /s/ George S. Loening
Name: George S. Loening
Title: Managing Member
/s/ George S. Loening
George S. Loening, an individual
Dated: February 14, 2023
6
EXHIBIT 99.1
The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment
Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
EXHIBIT 99.2
AGREEMENT OF REPORTING PERSONS
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent
that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated: February 14, 2023
SELECT EQUITY GROUP, L.P.
By: Select Equity GP, LLC, its General Partner
By: /s/ George S. Loening
Name: George S. Loening
Title: Managing Member
/s/ George S. Loening
George S. Loening, an individual