Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] 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 OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * KAPLAN KAREN	2. Issuer Name and Ticker or Trading Symbol Michaels Companies, Inc. [ MIK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 3939 W JOHN CARPENTER FREEWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 4/15/2021
(Street) IRVING, TX 75063 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	4/15/2021		U		39707	D	$22.00 (1)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Restricted Stock Units	(2)	4/15/2021		D			5280	(2)	(2)	Common Stock	5280	(2)	0	D

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 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.

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").

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KAPLAN KAREN 3939 W JOHN CARPENTER FREEWAY IRVING, TX 75063	X

Signatures
Tim Cheatham, as attorney-in-fact		4/19/2021
**Signature of Reporting Person		Date