FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BASSOUL SELIM A   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 (Last) (First) (Middle) C/O THE MIDDLEBY CORPORATION, 1400 TOASTMASTER DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2012 (Street) ELGIN, IL 60120 4. If Amendment, Date 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 (City) (State) (Zip) 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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/17/2012   M   80,972 A $ 5.255 (2) 429,214 D   Common Stock 12/17/2012   F(1)   28,305 D $ 129.35 400,909 D   Common Stock 12/17/2012   M   15,500 A $ 9.235 (3) 416,409 D   Common Stock 12/17/2012   F(1)   5,237 D $ 129.35 411,172 D   Common Stock 12/18/2012   S(4)   35,000 D $ 130 376,172 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 5.255

12/17/2012

M(2)

80,972

03/05/2008(2)

03/05/2013

Common Stock

80,972

$ 5.255 (2)

325,000

D

Stock Option (Right to Buy)

$ 9.235

12/17/2012

M(3)

15,500

10/23/2003(3)

10/23/2013

Common Stock

15,500

$ 9.235 (3)

309,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BASSOUL SELIM A C/O THE MIDDLEBY CORPORATION 1400 TOASTMASTER DRIVE ELGIN, IL 60120	X		CEO, Chairman, President

Signatures

Martin M. Lindsay POA		12/20/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Transaction related to the surrender of shares to fund reporting person's tax liability related to stock option exercise.
(2)	Exercise of vested stock options granted on March 5, 2003 at a split adjusted exercise price of $5.255. The option grant vested in 20% increments over a five year period.
(3)	Exercise of vested stock options granted on October 23, 2003 at a split adjusted exercise price of $9.235. The option grant was 100% vested on the date of grant.
(4)	Shares sold pursuant to existing 10b5-1 plan.

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