SEC Form 4
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*
NICASTRO NEIL D
(Last) (First) (Middle)
C/O MIDWAY GAMES INC.
2704 WEST ROSCOE STREET
(Street)
CHICAGO IL 60618
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MIDWAY GAMES INC [ MWY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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, $.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)
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).
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