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Filing Details

Accession Number:: 0000899243-21-016305
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-19 20:39:31
Reporting Period:: 2021-04-06

Accepted Time:: 2021-04-19 20:39:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1593936	Michaels Companies Inc.	MIK	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1467617	Jim Sullivan	3939 W John Carpenter Freeway Irving TX 75063	Svp - Cao & Controller	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2021-04-06	17,433	$21.96	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Options	Disposition	2021-04-15	3,187	$0.00	3,187	$19.71
Common Stock	Stock Options	Disposition	2021-04-15	16,500	$0.00	16,500	$11.42
Common Stock	Restricted Stock Units	Disposition	2021-04-15	3,187	$0.00	3,187	$0.00
Common Stock	Restricted Stock Units	Disposition	2021-04-15	16,500	$0.00	16,500	$0.00
Common Stock	Restricted Stock Units	Disposition	2021-04-15	31,018	$0.00	31,018	$0.00
Common Stock	Restricted Stock Units	Disposition	2021-04-15	6,152	$0.00	6,152	$0.00
Common Stock	Restricted Stock Units	Disposition	2021-04-15	14,384	$0.00	14,384	$0.00
Common Stock	Market Stock Units	Disposition	2021-04-15	8,390	$0.00	8,390	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct

Footnotes

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 $22.00 per share of common stock, net to the seller, in cash, without interest and less any applicable withholding taxes (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.
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.
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.
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) 8,475 shares subject to such vested Market Stock Units immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.