Management Associates V L.L.C. Blackstone Form 4 Michaels Companies / CAPITAL PARTNERS V L P BLACKSTONE ownership change

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^*

Blackstone Management Associates V L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Michaels Companies, Inc. [ MIK ]

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)
12/16/2016

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	12/16/2016		S		9,060,043	D	$22.04	28,987,257	I	See Footnotes(1)(7)(9)(11)(12)(13)
Common Stock	12/16/2016		S		2,072,133	D	$22.04	6,629,709	I	See Footnotes(2)(7)(9)(11)(12)(13)
Common Stock	12/16/2016		S		129,765	D	$22.04	415,176	I	See Footnotes(3)(8)(9)(11)(12)(13)
Common Stock	12/16/2016		S		27,544	D	$22.04	88,125	I	See Footnotes(4)(8)(9)(11)(12)(13)
Common Stock	12/16/2016		S		403,982	D	$22.04	1,292,525	I	See Footnotes(5)(7)(9)(11)(12)(13)
Common Stock	12/16/2016		S		306,533	D	$22.04	980,739	I	See Footnotes(6)(10)(11)(12)(13)

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^*

Blackstone Management Associates V L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BLACKSTONE CAPITAL PARTNERS V L P

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP V-S L P

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Family Investment Partnership V L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Participation Partnership V L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP V CO-INVESTORS L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP L.P.,

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. These securities are directly held by Blackstone Capital Partners V L.P.

2. These securities are directly held by BCP V-S L.P.

3. These securities are directly held by Blackstone Family Investment Partnership V L.P.

4. These securities are directly held by Blackstone Participation Partnership V L.P.

5. These securities are directly held by BCP V Co-Investors L.P.

6. These securities are directly held by Blackstone Family Investment Partnership V-SMD L.P. (Blackstone Family Investment Partnership V-SMD L.P., together with Blackstone Capital Partners V L.P., BCP V-S L.P., Blackstone Family Investment Partnership V L.P., Blackstone Participation Partnership V L.P. and BCP V Co-Investors L.P., the "Blackstone Funds").

7. The general partner of Blackstone Capital Partners V L.P., BCP V-S L.P. and BCP V Co-Investors L.P. is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C.

8. The general partner of Blackstone Family Investment Partnership V L.P. and Blackstone Participation Partnership V L.P. is BCP V Side-by-Side GP L.L.C.

9. Blackstone Holdings III L.P. is the sole member of BCP V Side-by-Side GP L.L.C. and the managing member and majority in interest owner of BMA V L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

10. The general partner of Blackstone Family Investment Partnership V-SMD L.P. is Blackstone Family GP L.L.C. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.

11. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

12. Each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Blackstone Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

13. Due to the limitations of the electronic filing system, BMA V L.L.C., BCP V Side-By-Side GP L.L.C., Blackstone Family GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 4.

	BLACKSTONE CAPITAL PARTNERS V L.P. By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer	12/20/2016
	BCP V-S L.P. By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer	12/20/2016
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P. By: BCP V Side-by-Side GP L.L.C., its general partner By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer	12/20/2016
	BLACKSTONE PARTICIPATION PARTNERSHIP V L.P. By: BCP V Side-by-Side GP L.L.C., its general partner By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer	12/20/2016
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P. By: Blackstone Family GP L.L.C., its general partner By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer	12/20/2016
	BCP V CO-INVESTORS L.P. By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer	12/20/2016
	BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C. By: BMA V L.L.C., its sole member By: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer	12/20/2016
	** Signature of Reporting Person	Date
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