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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
MIDWAY GAMES INC [ MWY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $.01 par value | 05/12/2004 | S | 21,000 | D | $8.85 | 796,521 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 268,300 | D | $8.86 | 528,221 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 5,900 | D | $8.87 | 522,321 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 26,700 | D | $8.9 | 495,621 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 2,400 | D | $8.91 | 493,221 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 1,800 | D | $8.92 | 491,421 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 1,000 | D | $8.93 | 490,421 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 4,950 | D | $9 | 485,471 | D | |||
Common Stock, $.01 par value | 05/12/2004 | S | 14,513 | D | $9.03 | 470,958 | D | |||
Common Stock, $.01 par value | 607,846(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Director Stock Option (Right to Buy) | $20 | (2) | 10/29/2006 | Common Stock | 500,000 | 500,000 | D | ||||||||
Director Stock Option (Right to Buy) | $16.5 | (2) | 05/17/2008 | Common Stock | 150,000 | 150,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $8 | (2) | 01/28/2009 | Common Stock | 911,850 | 911,850 | D | ||||||||
Director Stock Option (Right to Buy) | $13.5 | (2) | 01/30/2010 | Common Stock | 150,000 | 150,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $7 | (2) | 06/30/2005 | Common Stock | 300,000 | 300,000 | D | ||||||||
Warrant to Purchase Common Stock, $.01 par value | $9.33 | (2) | 05/21/2004 | Common Stock | 50,000 | 50,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $13.7 | (3) | 01/14/2012 | Common Stock | 300,000 | 300,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $5.29 | (2) | 09/02/2012 | Common Stock | 64,314 | 64,314 | D | ||||||||
Right to Convert Severance Payment into Common Stock | $3.2765 | (4) | 05/01/2006 | Common Stock | 599,259(4) | 599,259 | D | ||||||||
Director Stock Option (Right to Buy) | $3.15 | (2) | 09/18/2013 | Common Stock | 25,000 | 25,000 | D | ||||||||
Director Stock Option (Right to Buy) | $2.93 | (2) | 10/12/2013 | Common Stock | 150,000 | 150,000 | D |
Explanation of Responses: |
1. Mr. Nicastro will receive these shares pursuant to a Severance Agreement dated May 6, 2003 and pursuant to his employment agreement as follows: beginning on June 1, 2006 and continuing thereafter for a period of three years he shall receive 16,884 shares per month and 22 additional shares during the 36th month. In the event that for any consecutive 30 trading days during the 35 months following May 6, 2003 the weighted average price of the Company's Common Stock is at least $7.50 per share, then Mr. Nicastro shall receive these shares within 5 business days. |
2. Currently exercisable. |
3. Up to 60% is currently exercisable; up to 80% is exercisable 1/15/05; and up to 100% is exercisable 1/15/06. |
4. After April 6, 2006 and prior to May 1, 2006 Mr. Nicastro may convert Deferred Severance in the amount of $1,963,460 into 599,259 shares of common stock at the conversion price of $3.27648 pursuant to his Severance Agreement dated May 6, 2003. In the event that for any consecutive 30 trading days during the 35 months following May 6, 2003 the weighted average price of the Company's Common Stock is at least $10.00 per share, then Mr. Nicastro shall receive these shares within 5 business days. |
/s/ Neil D. Nicastro | 05/14/2004 | |
** 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. |