SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* BASSOUL SELIM A (Last) (First) (Middle) C/O THE MIDDLEBY CORPORATION 1400 TOASTMASTER DRIVE (Street) ELGIN IL 60120 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MIDDLEBY CORP [ MIDD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO, Chairman, President
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/01/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	05/28/2008		A4(1)(2)	90,000(1)	A	$0(1)	873,855(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 28, 2008 90,000 shares of restricted stock were granted to the reporting person. The grant vests in four equal installments as follows:After Jan 1, 2009, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $61.23/ share between Jan 1 2009 and Jan 1 2012.After Jan 1, 2010, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $67.35/ share between Jan 1 2010 and Jan 1 2013.After January 1, 2011, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $74.08/ share between Jan 1 2011 and Jan 1 2014.After Jan 1, 2012, 25% vests if the 30 day avg price of Middleby common stock is greater or equal to $81.49/ share between Jan 1 2012 and Jan 1 2015.

2. Representative of reporting person failed to file original Form 4 regarding the May 28, 2008 restricted stock grant. All of the Issuers 10-Q, 10-K, and annual proxy statements, subsequent to May 28, 2008 grant, accurately reflected the May 28, 2008 restricted stock grant.

3. Reporting persons holdings after the May 28, 2008 grant were 851,000 shares.

	Martin M. Lindsay POA	02/11/2011
	** Signature of Reporting Person	Date
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, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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