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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* COSBY MARK (Last) (First) (Middle) 3939 W JOHN CARPENTER FREEWAY (Street) IRVING TX 75063 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	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) 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/15/2021		U		133,933	D	$22(1)	17,992	D
Common Stock	04/15/2021		D		17,992	D	$22(2)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$9.87	04/15/2021		D			860,000	(3)	(3)	Common Stock	860,000	(3)	0	D
Restricted Stock Units	(4)	04/15/2021		D			37,500	(4)	(4)	Common Stock	37,500	(4)	0	D
Restricted Stock Units	(4)	04/15/2021		D			15,219	(4)	(4)	Common Stock	15,219	(4)	0	D
Restricted Stock Units	(4)	04/15/2021		D			37,500	(4)	(4)	Common Stock	37,500	(4)	0	D
Restricted Stock Units	(4)	04/15/2021		D			5,280	(4)	(4)	Common Stock	5,280	(4)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Merger Agreement, these shares of the Issuer's common stock were tendered and disposed of at the Acceptance Time in exchange for the right to receive $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. Represents shares of the Issuer's common stock granted subject to vesting or other lapse restrictions that were outstanding immediately prior to the Effective Time and that, pursuant to the Merger Agreement, vested in full and became free of such restrictions as of the Effective Time and were converted into the right to receive the Merger Consideration.

3. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each option to purchase shares of the Issuer's common stock (each, a "Stock Option") that had an exercise price per share underlying such option that is less than the Merger Consideration (each, an "In-the-Money Stock Option"), whether or not exercisable or vested, was automatically cancelled, by virtue of the Merger, without any action on the part of the Reporting Person, and the Reporting Person was entitled to receive an amount in cash equal to (a) the amount by which the Merger Consideration exceeds the applicable exercise price per share underlying such In-the-Money Stock Option multiplied by (b) the number of shares subject to such In-the-Money Stock Option.

4. 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) 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.