4//SEC Filing
Koch John Robert 4
Accession 0000899243-21-016253
CIK 0001593936other
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 6:55 PM ET
Size
27.6 KB
Accession
0000899243-21-016253
Insider Transaction Report
Form 4
Koch John Robert
EVP - Stores & Development
Transactions
- Disposition to Issuer
Restricted Stock Units
2021-04-15−7,063→ 0 total→ Common Stock (7,063 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-15−10,101→ 0 total→ Common Stock (10,101 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-15−50,926→ 0 total→ Common Stock (50,926 underlying) - Disposition from Tender
Common Stock
2021-04-15$22.00/sh−55,685$1,225,070→ 0 total - Disposition to Issuer
Stock Options
2021-04-15−104,328→ 0 totalExercise: $19.17→ Common Stock (104,328 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-15−37,500→ 0 total→ Common Stock (37,500 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-15−28,769→ 0 total→ Common Stock (28,769 underlying) - Disposition to Issuer
Stock Options
2021-04-15−84,762→ 0 totalExercise: $11.42→ Common Stock (84,762 underlying) - Disposition to Issuer
Restricted Stock Units
2021-04-15−8,694→ 0 total→ Common Stock (8,694 underlying) - Disposition to Issuer
Market Stock Units
2021-04-15−13,774→ 0 total→ Common Stock (13,774 underlying)
Footnotes (5)
- [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 (the "Merger Consideration").
- [F2]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.
- [F3]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.
- [F4]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 performance-based conditions (each, a "Performance 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 Performance Stock Unit immediately prior to the Effective Time assuming full satisfaction of the performance conditions, multiplied by (b) the Merger Consideration.
- [F5]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) 13,913 shares subject to such vested Market Stock Units immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.
Documents
Issuer
Michaels Companies, Inc.
CIK 0001593936
Entity typeother
Related Parties
1- filerCIK 0001690955
Filing Metadata
- Form type
- 4
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 6:55 PM ET
- Size
- 27.6 KB