0000899243-21-016270.txt : 20210419 0000899243-21-016270.hdr.sgml : 20210419 20210419191130 ACCESSION NUMBER: 0000899243-21-016270 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: Diamond Michael Fisher CENTRAL INDEX KEY: 0001823088 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36501 FILM NUMBER: 21835843 MAIL ADDRESS: STREET 1: C/O THE MICHAELS COMPANIES, INC. STREET 2: 8000 BENT BRANCH DRIVE 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 0001823088 Diamond Michael Fisher 3939 W JOHN CARPENTER FREEWAY IRVING TX 75063 0 1 0 0 EVP - Chief Financial Officer Restricted Stock Units 2021-04-15 4 D 0 11938 D Common Stock 11938 0 D Restricted Stock Units 2021-04-15 4 D 0 65217 D Common Stock 65217 0 D Market Stock Units 2021-04-15 4 D 0 16278 D Common Stock 16278 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) 16,442 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