SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*




The Middleby Corporation
(Name of Issuer)


Common Stock
(Title of Class of Securities)


596278101
(CUSIP Number)



September 30, 2024
(Date of Event Which Requires Filing of This Statement)





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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

*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).


CUSIP No. 596278101
SCHEDULE 13G
Page 2 of 6 Pages

1
NAMES OF REPORTING PERSONS
 
Select Equity Group, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,561,001
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,561,001
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,561,001
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.2%*
12
TYPE OF REPORTING PERSON
 
IA
* Beneficial ownership based on 53,793,158 shares of common stock outstanding as of November 4, 2024, as reported on the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 7, 2024.
2


CUSIP No. 596278101
SCHEDULE 13G
Page 3 of 6 Pages


1
NAMES OF REPORTING PERSONS
 
George S. Loening
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,561,001
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,561,001
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,561,001
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.2%*
12
TYPE OF REPORTING PERSON
 
IN/HC
* Beneficial ownership based on 53,793,158 shares of common stock outstanding as of November 4, 2024, as reported on the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 7, 2024.
3





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, 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:


(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).


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:
   
 
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: November 14, 2024
  


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).
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