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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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)
| 2. Issuer Name and Ticker or Trading Symbol
CEC ENTERTAINMENT INC
[CEC] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | Officer (give title below) | X | Other (specify below) | | EVP of Subsidiary |
| 3. Date of Earliest Transaction (Month/Day/Year)
08/11/2008 | 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 |
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| 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, Par Value $.10
| 08/11/2008 | | M | |
11,250
| A | $
29
|
63,254
|
D
|
| |
Common Stock, Par Value $.10
| 08/11/2008 | | S | |
11,250
| D | $
37
|
52,004
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D
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| |
Common Stock, Par Value $.10
| 08/11/2008 | | M | |
8,250
| A | $
29
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60,254
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D
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| |
Common Stock, Par Value $.10
| 08/11/2008 | | S | |
8,250
| D | $
37
|
52,004
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D
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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 Underlying Securities
(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 of Derivative Security: 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 | |
Employee Stock Option (right to buy)
| $
29
| 08/11/2008 | | M | | |
11,250
| | 12/31/2008 |
Common Stock
|
11,250
|
$
0
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8,250
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D
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| |
Employee Stock Option (right to buy)
| $
29
| 08/11/2008 | | M | | |
8,250
| | 01/03/2009 |
Common Stock
|
8,250
|
$
0
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0
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D
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| Explanation of Responses: | |
| /s/ Meredith W. Bjorck, by power of attorney | 08/13/2008 | | ** 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 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. |
EX-24
For Executing Forms 3, 4 and 5
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Christopher D. Morris, Jay A. Young and Meredith W. Bjorck, signing singly, the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 (including
amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4
or 5, complete and execute any amendment or amendments thereto, file
that Form with the United States Securities and Exchange Commission
and any stock exchange or similar authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact deems
appropriate; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as the attorney-in-fact
may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all
that the attorneys-in-fact, or the attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and
their substitutes, in serving in such capacity at the request of the undersigned, are not
assuming, nor is CEC Entertainment, Inc. assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the undersigned to the
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless CEC
Entertainment, Inc. and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon any untrue
statements or omission of necessary facts in the information provided by or at the
direction of the undersigned, or upon the lack of timeliness in the delivery of information
by or at the direction of the undersigned, to that attorney-in-fact for purposes of
executing, acknowledging, delivering or filing any Form 3, 4 or 5 (including any
amendment thereto) and agrees to reimburse CEC Entertainment, Inc. and the attorney-
in-fact on demand for any legal or other expenses reasonably incurred in connection with
investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings
of and transactions in securities issued by CEC Entertainment, Inc., unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the date written below.
Signature: /s/ Richard T. Huston
Printed Name: Richard T. Huston
Date: July 12, 2008
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