SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Thomas Mark (Last) (First) (Middle) C/O KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/28/2008	3. Issuer Name and Ticker or Trading Symbol MIDWAY GAMES INC [ NYSE: MWY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	80,339,226	D(1)
Common Stock	80,339,226	I(2)	By MT Acquisition Holdings LLC, as the sole member of Acquisition Holdings Subsidiary I LLC(2)
Common Stock	80,339,226	I(2)	By Mark Thomas, as the sole member of MT Acquisition Holdings LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Thomas Mark (Last) (First) (Middle) C/O KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Acquisition Holdings Subsidiary I LLC (Last) (First) (Middle) C/O KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MT Acquisition Holdings LLC (Last) (First) (Middle) C/O KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are owned directly by Acquisition Holdings Subsidiary I LLC.

2. 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 Subsidiary I LLC.

Remarks:

	/s/ Mark Thomas	12/05/2008
	Acquisition Holdings Subsidiary I LLC, By: MT Acquisition Holdings LLC, its Sole Member, /s/ Mark Thomas, By: Mark Thomas, President	12/05/2008
	MT Acquisition Holdings LLC, By: Mark Thomas, its Sole Member, /s/ Mark Thomas	12/05/2008
	** 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 5 (b)(v).
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