0001179110-19-004805.txt : 20190405 0001179110-19-004805.hdr.sgml : 20190405 20190405191426 ACCESSION NUMBER: 0001179110-19-004805 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190405 DATE AS OF CHANGE: 20190405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUBIN CARL CENTRAL INDEX KEY: 0001282628 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36501 FILM NUMBER: 19736178 MAIL ADDRESS: STREET 1: 1000 REMINGTON BLVD STREET 2: SUITE 120 CITY: BOLINGBROOK STATE: IL ZIP: 60440 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Michaels Companies, Inc. CENTRAL INDEX KEY: 0001593936 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 371737959 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 9724091300 MAIL ADDRESS: STREET 1: 8000 BENT BRANCH DRIVE CITY: IRVING STATE: TX ZIP: 75063 4 1 edgar.xml FORM 4 - X0306 4 2019-03-31 1 0001593936 Michaels Companies, Inc. MIK 0001282628 RUBIN CARL 8000 BENT BRANCH DRIVE IRVING TX 75063 1 1 0 0 Former Chairman & CEO Common Stock 2019-03-31 4 M 0 18609 A 281279 D Common Stock 2019-04-01 4 M 0 9505 A 290784 D Common Stock 2019-04-01 4 F 0 9831 11.51 D 280953 D Restricted Stock Units 2019-03-31 4 M 0 18609 0 D Common Stock 18609 37219 D Restricted Stock Units 2019-04-01 4 M 0 9505 0 D Common Stock 9505 25362 D Each restricted stock unit represents a contingent right to receive one share of common stock without the payment of additional consideration. Withholding of common stock to satisfy reporting person's tax obligation upon the restriction lapse of a restricted stock award and the vesting of restricted stock units. On March 31, 2017, the reporting person was granted 74,438 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. On September 14, 2016, the reporting person was granted 69,735 restricted stock units, vesting in four equal installments beginning on the first anniversary of the grant date. In connection with the reporting person's resignation, a portion of this award accelerated and vested on April 1, 2019 (the "Separation Date"). This portion was a prorated amount of the shares to vest on September 14, 2019, based on the number of days the reporting person was employed with The Michaels Companies, Inc. (the "Company") beginning on September 14, 2018 and ending on the Separation Date. The reporting person resigned as the Chief Executive Officer of the Company effective February 28, 2019 and as the Chairman of the Board of Directors of the Company effective April 1, 2019. As a result, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of the Company and therefore will no longer report any such transactions occurring after April 1, 2019 on Form 4 or Form 5. Michael J. Veitenheimer, as attorney-in-fact 2019-04-05 EX-24 2 ex24rubin.txt Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Charles M. Sonsteby and Michael J. Veitenheimer, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as officer and/or director of The Michaels Companies, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) 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, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such 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 such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to 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 such attorney-in-fact, or such 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, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. 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 the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. [Remainder of page intentionally left blan IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of June, 2014. /s/ Carl S. Rubin Signature Carl S. Rubin Print Name \\\DC - 57385/2 - #1301253 v1 44290027_2 44290027_2 \\\DC - 57385/2 - #1301253 v1 44290027_2 [Signature Page to Limited Power of Attorney] 44290027_2