FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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)
8000 BENT BRANCH DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020
(Street)

IRVING, TX 75063
4. If Amendment, Date Original Filed(Month/Day/Year)
08/04/2020
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/31/2020   M   5,073 A (1) 112,072 D  
Common Stock 07/31/2020(2)   M   9,375 A (1) 121,447 D  
Common Stock 07/31/2020   F(3)   7,495 D $ 7.18 113,952 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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 (1) 07/31/2020   M     5,073   (4)   (4) Common Stock 5,073 $ 0 25,365 D  
Restricted Stock Units (1) 07/31/2020(2)   M     9,375   (5)   (5) Common Stock 9,375 $ 0 56,250 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COSBY MARK
8000 BENT BRANCH DRIVE
IRVING, TX 75063
  X      

Signatures

 Jennifer Raibon, as attorney-in-fact   10/23/2020
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents a contingent right to receive one share of common stock without the payment of additional consideration.
(2) This amendment corrects the vesting date of 9,375 restricted stock units, which was July 31, 2020. The original Form 4, filed on August 4, 2020, reported this date in error.
(3) Withholding of common stock to satisfy reporting person's tax obligation upon the (i) restriction lapse of a restricted stock award or (ii) vesting of a restricted stock unit award. This amendment corrects the date and price of this withholding, which was July 31, 2020 and $7.18, respectively. The original Form 4, filed on August 4, 2020, reported this information in error.
(4) On November 4, 2019, the reporting person was granted 40,584 restricted stock units, vesting twelve and a half percent (12.5%) on the last business day of the fiscal quarter of The Michaels Companies, Inc. (the "Company") in which the grant was made and on each of the seven subsequent fiscal quarter-ends of the Company.
(5) On February 3, 2020, the reporting person was granted 75,000 restricted stock units, vesting twelve and a half percent (12.5%) on the last business day of the fiscal quarter of the Company in which the grant was made and on each of the seven subsequent fiscal quarter-ends of the Company.

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