| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
MIDWAY GAMES INC [ MWY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2009 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 07/11/2009 | J(1)(2) | 80,339,226 | D | (1)(2) | 0 | D(3) | |||
| Common Stock | 07/11/2009 | J(1)(2) | 80,339,226 | D | (1)(2) | 0 | I(4) | By MT Acquisition Holdings LLC, as the sole member of Acquisition Holdings Subsidiary I, LLC(4) | ||
| Common Stock | 07/11/2009 | J(1)(2) | 80,339,226 | D | (1)(2) | 0 | I(4) | By Mark Thomas, as the sole member of MT Acquisition Holdings LLC(4) | ||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Pursuant to the Settlement Agreement, dated as of June 3, 2009, by and among the Official Committee of Unsecured Creditors (the "Committee") of the chapter 11 bankruptcy estates (the "Estates") of Midway Games, Inc., Midway Home Entertainment Inc., Midway Amusement Games, LLC, Midway Interactive Inc., Surreal Software Inc., Midway Studios-Austin Inc., Midway Studios-Los Angeles Inc., Midway Games West Inc., Midway Home Studios Inc. and Midway Sales Company, LLC, Mark Thomas, Acquisition Holdings Subsidiary I, LLC and MT Acquisition Holdings LLC (the "Settlement Agreement"), Mark Thomas, Acquisition Holdings Subsidiary I, LLC and MT Acquisition Holdings LLC (the "Reporting Persons") agreed to grant the Committee, on behalf of the Estates and their general unsecured creditors, an irrevocable proxy to vote the securities (the "Proxy"). |
| 2. The ultimate disposition of the securities will be determined by the Committee, on behalf of the Estates and their general unsecured creditors. The Settlement Agreement, including the Proxy, became effective and binding on July 11, 2009. |
| 3. These securities are owned directly by Acquisition Holdings Subsidiary I, LLC. |
| 4. MT Acquisition Holdings LLC, as the sole member of Acquisition Holdings Subsidiary I, LLC, may be deemed to be the beneficial owner of the securities owned by Acquisition Holdings Subsidiary I, LLC. Mark Thomas, as the sole member of MT Acquisition Holdings LLC, may be deemed to be the beneficial owner of the securities beneficially owned by MT Acquisition Holdings LLC. |
| Remarks: |
| /s/ Mark Thomas | 07/13/2009 | |
| /s/ Mark Thomas, President of MT Acquisition Holdings LLC, the sole member of Acquisition Holdings Subsidiary I, LLC | 07/13/2009 | |
| /s/ Mark Thomas, the sole member of MT Acquisition Holdings LLC | 07/13/2009 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||