Edgar Filing: MICHAELS STORES INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 ^*

Cornell Brian C

2. Issuer Name and Ticker or Trading Symbol
MICHAELS STORES INC [N/A]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

8000 BENT BRANCH DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2007

(Street)

IRVING, TX 75063

4. If Amendment, Date Original Filed(Month/Day/Year)

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/Restricted Stock ⁽¹⁾	06/04/2007		A		133,333	A	$ 15	133,333	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 15

06/04/2007

756,989

⁽²⁾

06/04/2014

Common Stock

756,989

$ 0

756,989

Stock Option (Right to Buy)

$ 22.5

06/04/2007

756,989

⁽²⁾

06/04/2014

Common Stock

756,989

$ 0

756,989

Stock Option (Right to Buy)

$ 30

06/04/2007

189,247

⁽²⁾

06/04/2014

Common Stock

189,247

$ 0

189,247

Stock Option (Right to Buy)

$ 37.5

06/04/2007

189,247

⁽²⁾

06/04/2014

Common Stock

189,247

$ 0

189,247

Stock Option (Right to Buy)

$ 45

06/04/2007

189,247

⁽²⁾

06/04/2014

Common Stock

189,247

$ 0

189,247

Stock Option (Right to Buy)

$ 52.5

06/04/2007

189,247

⁽²⁾

06/04/2014

Common Stock

189,247

$ 0

189,247

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cornell Brian C 8000 BENT BRANCH DRIVE IRVING, TX 75063			Chief Executive Officer

Signatures

/s/ Robert L. Estep, Attorney-in-Fact for Brian C. Cornell, Chief Executive Officer		06/06/2007
^**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)	Restricted Stock Option Award of 133,333 shares on June 4, 2007 under the Michaels Stores, Inc. 2006 Equity Incentive Plan (exempt), 66,667 of which vests on June 4, 2008, and 66,666 vests on June 4, 2009 contingent upon continuous employment since the date of grant.
(2)	Grant of stock option to the reporting person on June 4, 2007 under the Michaels Stores, Inc. 2006 Equity Incentive Plan (exempt). The stock option vests and becomes exercisable with respect to 20% of the shares of common stock subject to the option on each of the first, second, third, fourth and fifth anniversaries of February 16, 2007.

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