| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 4/15/21 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1593936 |
| Issuer Name: Michaels Companies, Inc. |
| Issuer Trading Symbol: MIK |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1040508 |
| | Owner Name: BAIN CAPITAL INVESTORS LLC |
| Reporting Owner Address: |
| | Owner Street 1: 200 CLARENDON STREET |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1432605 |
| | Owner Name: Bain Capital Integral Investors 2006, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 200 CLARENDON STREET |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1326753 |
| | Owner Name: BCIP TCV, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 200 CLARENDON STREET |
| | Owner Street 2: |
| | Owner City: BOSTON |
| | Owner State: MA |
| | Owner ZIP Code: 02116 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/15/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: U |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 52,798,929 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: On April 15, 2021, Bain Capital Integral Investors 2006, LLC ("Integral 2006") sold 52,644,833 shares of Common Stock. Following such sale, Integral 2006 held 0 shares of Common Stock. |
| Footnote - F3: On April 15, 2021, BCIP TCV, LLC ("BCIP TCV" and together with Integral 2006, the "Bain Capital Entities"), whose administrative member is Boylston Coinvestors, LLC, sold 154,096 shares of Common Stock. Following such sale, BCIP TCV held 0 shares of Common Stock. |
| Footnote - F4: Bain Capital Investors, LLC ("BCI") is the administrative member of Integral 2006 and governs the investment strategy and decision-making process with respect to the shares held by BCIP TCV. As a result, BCI may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 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"). |
| Owner Signature: |
| Signature Name: Bain Capital Investors, LLC, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Managing Director |
| Signature Date: 4/19/21 |
| Owner Signature: |
| Signature Name: Bain Capital Integral Investors 2006, LLC, By: Bain Capital Investors, LLC, its administrative member, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Managing Director |
| Signature Date: 4/19/21 |
| Owner Signature: |
| Signature Name: BCIP TCV, LLC, By: Boylston Coinvestors, LLC, its administrative member, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory |
| Signature Date: 4/19/21 |
