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 *

BAIN CAPITAL INVESTORS LLC		 2. Issuer Name and Ticker or Trading Symbol

Michaels Companies, Inc. [ MIK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

200 CLARENDON STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/15/2021
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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  52798929 D (1)0 I See Footnotes (2)(3)(4)

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
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.
(2) 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.
(3) 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.
(4) 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").
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BAIN CAPITAL INVESTORS LLC
200 CLARENDON STREET
BOSTON, MA 02116
X

Bain Capital Integral Investors 2006, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X

BCIP TCV, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X
Signatures
Bain Capital Investors, LLC, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Managing Director4/19/2021
**Signature of Reporting PersonDate

Bain Capital Integral Investors 2006, LLC, By: Bain Capital Investors, LLC, its administrative member, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Managing Director4/19/2021
**Signature of Reporting PersonDate

BCIP TCV, LLC, By: Boylston Coinvestors, LLC, its administrative member, By: /s/ Joshua Bekenstein, Name: Joshua Bekenstein, Title: Authorized Signatory4/19/2021
**Signature of Reporting PersonDate
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