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*
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. Issuer Name and Ticker or Trading Symbol
MIDWAY GAMES INC [ MWY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X 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 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*
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)
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)
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)
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).
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