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 *

COSBY MARK		 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  133933 D$22.00 (1)17992 D  
Common Stock 4/15/2021  D  17992 D$22.00 (2)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options $9.87 4/15/2021  D     860000   (3) (3)Common Stock 860000  (3)0 D  
Restricted Stock Units  (4)4/15/2021  D     37500   (4) (4)Common Stock 37500  (4)0 D  
Restricted Stock Units  (4)4/15/2021  D     15219   (4) (4)Common Stock 15219  (4)0 D  
Restricted Stock Units  (4)4/15/2021  D     37500   (4) (4)Common Stock 37500  (4)0 D  
Restricted Stock Units  (4)4/15/2021  D     5280   (4) (4)Common Stock 5280  (4)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) Represents shares of the Issuer's common stock granted subject to vesting or other lapse restrictions that were outstanding immediately prior to the Effective Time and that, pursuant to the Merger Agreement, vested in full and became free of such restrictions as of the Effective Time and were converted into the right to receive the Merger Consideration.
(3) 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 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.
(4) 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
Director10% OwnerOfficerOther
COSBY MARK
3939 W JOHN CARPENTER FREEWAY
IRVING, TX 75063		X
Signatures
Tim Cheatham, as attorney-in-fact4/19/2021
**Signature of Reporting PersonDate
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