0000899243-21-016291.txt : 20210419 0000899243-21-016291.hdr.sgml : 20210419 20210419193203 ACCESSION NUMBER: 0000899243-21-016291 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: MAHONEY JOHN CENTRAL INDEX KEY: 0001181715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36501 FILM NUMBER: 21835903 MAIL ADDRESS: STREET 1: 500 STAPLES DR CITY: FRAMINGHAM STATE: MA ZIP: 01702 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 0001181715 MAHONEY JOHN 3939 W JOHN CARPENTER FREEWAY IRVING TX 75063 1 0 0 0 Common Stock 2021-03-29 5 G 0 E 15905 0.00 D 33668 D Common Stock 2021-04-15 4 U 0 33668 22.00 D 0 D Restricted Stock Units 2021-04-15 4 D 0 5280 D Common Stock 5280 0 D The transaction reported is a charitable gift by the Reporting Person of 15,905 shares of the Issuer's common stock to a donor advised fund. 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"). 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. 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