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 * LINDSAY MARTIN M   2. Issuer Name and Ticker or Trading Symbol MIDDLEBY CORP [MIDD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Treasurer (Last) (First) (Middle) 1400 TOASTMASTER DR 3. Date of Earliest Transaction (Month/Day/Year) 04/20/2012 (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 04/20/2012   F(1)   481 D $ 99 21,954 D   Common Stock 08/13/2012   M   600 A $ 5.255 (2) 22,554 D   Common Stock 08/13/2012   M   15,000 A $ 26.965 (3) 37,554 D   Common Stock 08/13/2012   F(4)   4,768 D $ 116.64 32,786 D   Common Stock 08/14/2012   S   10,000 D $ 114.73 22,786 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

Option to Buy

$ 5.255 (2)

08/13/2012

M(2)

600

03/05/2003(2)

03/05/2013(2)

Common Stock

600

(2)

15,000

D

Option to Buy

$ 26.965 (3)

08/13/2012

M(3)

15,000

02/28/2005(3)

02/28/2015(3)

Common Stock

15,000

$ 0 (3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LINDSAY MARTIN M 1400 TOASTMASTER DR ELGIN, IL 60120			Treasurer

Signatures

Martin M. Lindsay		08/16/2012
**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 a restricted stock vesting.
(2)	Transaction represents the exercise of vested stock options. On March 5, 2003, reporting person was granted incentive stock options to purchase 3,000 shares of common stock that carried an exercise price of $5.255, the fair market value of Middleby common stock on the date of grant, with an expiration date of March 5, 2013. The option grant vested in 20% increments over a five year period following the grant date.
(3)	Transaction represents the exercise of vested stock options. On February 28, 2005, reporting person was granted options to purchase 20,000 shares of common stock that carried an exercise price of $26.965, the fair market value of Middleby common stock on the date of grant, with an expiration date of February 28, 2015. The option vested in full in 25% increments based on achievement of stock price targets.
(4)	Transaction related to the surrender of shares to fund reporting person's tax liability related to an exercise of stock options.

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