SEC FORM 4

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^*

ZUCKER DAVID F

(Last)

(First)

(Middle)

C/O MIDWAY GAMES INC.

2704 WEST ROSCOE STREET

(Street)

CHICAGO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value								125,000⁽¹⁾	D
Common Stock, $.01 par value								20,000	D
Common Stock, $.01 par value	05/18/2004		M		75,000	A	$2.92	220,000	D
Common Stock, $.01 par value	05/18/2004		M		25,000	A	$3.15	245,000	D
Common Stock, $.01 par value	05/18/2004		M		250,000	A	$3.57	495,000	D
Common Stock, $.01 par value	05/18/2004		S		1,500	D	$9.27	493,500	D
Common Stock, $.01 par value	05/18/2004		S		4,000	D	$9.18	489,500	D
Common Stock, $.01 par value	05/18/2004		S		100,000	D	$9.1	389,500	D
Common Stock, $.01 par value	05/18/2004		S		5,000	D	$9.12	384,500	D
Common Stock, $.01 par value	05/18/2004		S		2,000	D	$9.11	382,500	D
Common Stock, $.01 par value	05/18/2004		S		16,700	D	$9.17	365,800	D
Common Stock, $.01 par value	05/18/2004		S		10,300	D	$9.16	355,500	D
Common Stock, $.01 par value	05/18/2004		S		206,500	D	$9.15	149,000	D
Common Stock, $.01 par value	05/18/2004		S		4,000	D	$9.14	145,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$3.57							⁽²⁾	05/05/2013	Common Stock	1,000,000		1,000,000	D
Employee Stock Option (Right to Buy)	$6.27							⁽³⁾	05/05/2013	Common Stock	2,692		2,692	D
Employee Stock Option (Right to Buy)	$6.53							⁽³⁾	05/05/2013	Common Stock	1,669		1,669	D
Employee Stock Option (Right to Buy)	$6.7							⁽³⁾	05/05/2013	Common Stock	472		472	D
Employee Stock Option (Right to Buy)	$6.59							⁽³⁾	05/05/2013	Common Stock	109		109	D
Employee Stock Option (Right to Buy)	$7.38							⁽³⁾	05/05/2013	Common Stock	399		399	D
Employee Stock Option (Right to Buy)	$7.75							⁽³⁾	05/05/2013	Common Stock	173		173	D
Employee Stock Option (Right to Buy)	$9.49							⁽³⁾	05/05/2013	Common Stock	1,893		1,893	D
Employee Stock Option (Right to Buy)	$7.25							⁽³⁾	05/05/2013	Common Stock	685		685	D
Employee Stock Option (Right to Buy)	$8.3							⁽³⁾	05/05/2013	Common Stock	84		84	D
Employee Stock Option (Right to Buy)	$8.3							⁽³⁾	05/05/2013	Common Stock	119,510		119,510	D
Employee Stock Option (Right to Buy)	$8.12							⁽³⁾	05/05/2013	Common Stock	247,095		247,095	D
Employee Stock Option (Right to Buy)	$8.3							⁽³⁾	05/05/2013	Common Stock	510		510	D
Employee Stock Option (Right to Buy)	$8.61							⁽³⁾	05/05/2013	Common Stock	310		310	D
Employee Stock Option (Right to Buy)	$9.36							⁽³⁾	05/05/2013	Common Stock	32		32	D
Employee Stock Option (Right to Buy)	$8.1							⁽³⁾	05/05/2013	Common Stock	54		54	D
Employee Stock Option (Right to Buy)	$9.11							⁽³⁾	05/05/2013	Common Stock	78		78	D
Employee Stock Option (Right to Buy)	$2.92	05/18/2004		M			75,000	⁽³⁾	05/05/2013	Common Stock	75,000	$0	225,968	D
Employee Stock Option (Right to Buy)	$3.15	05/18/2004		M			25,000	⁽⁴⁾	09/18/2013	Common Stock	25,000	$0	0	D
Employee Stock Option (Right to Buy)	$3.57	05/18/2004		M			250,000	⁽⁵⁾	05/05/2013	Common Stock	250,000	$0	250,000	D
Employee Stock Option (Right to Buy)	$9.29	05/18/2004		A		395		⁽³⁾	05/05/2013	Common Stock	395	$0	395	D

Explanation of Responses:

1. All 125,000 shares of common stock are subject to restrictions under a Restricted Stock Agreement between Mr. Zucker and the Issuer dated as of May 6, 2003. The period of restriction has lapsed as to one-third of the restricted shares. As to the remaining two-thirds of the restricted shares, the period of restriction shall lapse according to the following schedule: in eight equal quarterly installments on the first day of each August, November, February and May thereafter.

2. Up to 62,500 options will become exercisable on November 1, 2004; and the remaining 937,500 options will become exercisable in ten equal quarterly installments on the first day of each February, May, August and November thereafter.

3. These options were granted pursuant to the terms of the Stock Option Agreement between Mr. Zucker and the Issuer dated as of May 6, 2003. Up to 25% of options are currently exercisable and the remaining 75% of options will become exercisable in twelve equal quarterly installments on the first day of each August, November, February and May beginning on August 1, 2004.

4. Currently exercisable.

5. Up to 375,000 are currently exercisable; an additional 93,750 options will become exercisable on August 1, 2004; and the remaining 31,250 options will become exercisable on November 1, 2004.

	/s/ David F. Zucker	05/19/2004
	** 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).
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