| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Michaels Companies, Inc. [ MIK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/15/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1) | 04/15/2021 | D | 10,101 | (1) | (1) | Common Stock | 10,101 | (1) | 0 | D | ||||
| Market Stock Units | (2) | 04/15/2021 | D | 13,774 | (2) | (2) | Common Stock | 13,774 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each award of restricted stock units with respect to shares of the Issuer's common stock subject to vesting based solely on continued employment or service to the Issuer or any of its subsidiaries (each, a "Restricted Stock Unit") that was then outstanding was cancelled and converted into the right to receive an amount in cash equal to (a) the number of shares subject to such Restricted Stock Unit immediately prior to the Effective Time multiplied by (b) $22.00 per share of common stock, net to the seller, in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). |
| 2. The market stock units (the "Market Stock Units") granted to the Reporting Person on March 5, 2021 represented a contingent right to receive, upon vesting, a varying number of shares of the Issuer's common stock based on the achievement of certain pre-determined thresholds related to changes in the Issuer's common stock price, converting into between 0% and 150% of the target number of shares of the Issuer's common stock. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, the Market Stock Units that were then outstanding vested based on actual performance as of such time, and such vested Market Stock Units held by the Reporting Person were cancelled and converted into the right to receive an amount in cash equal to (a) 13,913 shares subject to such vested Market Stock Units immediately prior to the Effective Time, multiplied by (b) the Merger Consideration. |
| Remarks: |
| Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of March 2, 2021, among the Issuer, Magic AcquireCo, Inc. and Magic MergeCo, Inc. (the "Merger Agreement"). |
| Tim Cheatham, as attorney-in-fact | 04/19/2021 | |
| ** 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. | ||
