0000899243-21-016285.txt : 20210419
0000899243-21-016285.hdr.sgml : 20210419
20210419192303
ACCESSION NUMBER: 0000899243-21-016285
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210415
FILED AS OF DATE: 20210419
DATE AS OF CHANGE: 20210419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bennett Heather M
CENTRAL INDEX KEY: 0001844162
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36501
FILM NUMBER: 21835875
MAIL ADDRESS:
STREET 1: 3939 W. JOHN CARPENTER FREEWAY
CITY: IRVING
STATE: TX
ZIP: 75063
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: 0130
BUSINESS ADDRESS:
STREET 1: 3939 WEST JOHN CARPENTER FREEWAY
CITY: IRVING
STATE: TX
ZIP: 75063
BUSINESS PHONE: 9724091300
MAIL ADDRESS:
STREET 1: 3939 WEST JOHN CARPENTER FREEWAY
CITY: IRVING
STATE: TX
ZIP: 75063
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-04-15
1
0001593936
Michaels Companies, Inc.
MIK
0001844162
Bennett Heather M
3939 W JOHN CARPENTER FREEWAY
IRVING
TX
75063
0
1
0
0
EVP - Innovation
Restricted Stock Units
2021-04-15
4
D
0
10101
D
Common Stock
10101
0
D
Market Stock Units
2021-04-15
4
D
0
13774
D
Common Stock
13774
0
D
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").
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.
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
2021-04-19