Sec Form 4 Filing - Koch John Robert @ Michaels Companies, Inc. - 2021-04-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Koch John Robert 2. Issuer Name and Ticker or Trading Symbol Michaels Companies, Inc. [ MIK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - RE and Artistree (Last) (First) (Middle) 3939 W JOHN CARPENTER FREEWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2021 (Street) IRVING, TX75063 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 55,685 D $ 22 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 19.17 04/15/2021 D 104,328 ( 2 ) ( 2 ) Common Stock 104,328 ( 2 ) 0 D Stock Options $ 11.42 04/15/2021 D 84,762 ( 2 ) ( 2 ) Common Stock 84,762 ( 2 ) 0 D Restricted Stock Units ( 3 ) 04/15/2021 D 8,694 ( 3 ) ( 3 ) Common Stock 8,694 ( 3 ) 0 D Restricted Stock Units ( 3 ) 04/15/2021 D 7,063 ( 3 ) ( 3 ) Common Stock 7,063 ( 3 ) 0 D Restricted Stock Units ( 3 ) 04/15/2021 D 37,500 ( 3 ) ( 3 ) Common Stock 37,500 ( 3 ) 0 D Restricted Stock Units ( 3 ) 04/15/2021 D 50,926 ( 3 ) ( 3 ) Common Stock 50,926 ( 3 ) 0 D Restricted Stock Units ( 3 ) 04/15/2021 D 10,101 ( 3 ) ( 3 ) Common Stock 10,101 ( 3 ) 0 D Restricted Stock Units ( 4 ) 04/15/2021 D 28,769 ( 4 ) ( 4 ) Common Stock 28,769 ( 4 ) 0 D Market Stock Units ( 5 ) 04/15/2021 D 13,774 ( 5 ) ( 5 ) Common Stock 13,774 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koch John Robert 3939 W JOHN CARPENTER FREEWAY IRVING, TX75063 EVP - RE and Artistree Signatures Tim Cheatham, as attorney-in-fact 04/19/2021 Signature of Reporting Person Date

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 )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. ( 3 )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. ( 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 performance-based conditions (each, a "Performance 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 Performance Stock Unit immediately prior to the Effective Time assuming full satisfaction of the performance conditions, multiplied by (b) the Merger Consideration. ( 5 )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 Issu er'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").

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.