Mattress Firm Holding Corp. (MFRM): With Board Seats Looming, Berkshire Partners Buys More Shares

Boston-based private equity firm Berkshire Partners (no relation to Warren Buffett‘s Berkshire Hathaway) has loaded up on more shares of Mattress Firm Holding Corp (NASDAQ:MFRM) according to recent Form 4 and 13D filings (the 13D filing is embedded below). The firm now owns 4.52 million shares of the company, up from 3.84 million shares held as of February 1, with the share purchases being carried out between March 22 and March 24. The move has quickly paid off, as shares have nearly fully rebounded from their March 22 fall, after the company reported its latest quarterly financial results.

Mattress Firm Holding Corp (NASDAQ:MFRM) announced on February 24 that it had nominated Anil Seetharam of Berkshire’s Stockbridge Partners, and Berkshire Managing Director Chris Hadley, to its Board of Directors. Item 4 of the latest filing contains further information on those appointments:

“On February 24, 2016, the Issuer announced that Messrs. Christopher J. Hadley and Anil Seetharam, each a managing director of certain of the Reporting Persons, were nominated by the Issuer for election to the Issuer’s board of directors at the Issuer’s 2016 annual meeting of shareholders, which is expected to be held on June 1, 2016.  The Reporting Persons may also engage with the Issuer on a review of its strategic activities, assessment of its organization, management of its balance sheet and the pursuit of other corporate transactions. In addition, such discussions may also include any of the actions referred to in paragraphs (a) through (j) of Item 4 of SEC Schedule 13D. The Reporting Persons intend to review their investment in the Issuer continually.”

Heading into 2016, a total of 17 of the hedge funds tracked by Insider Monkey were long Mattress Firm, a 31% increase from the previous quarter. David S. Winter and David J. Millstone’s 40 North Management owned the largest of those 17 positions, totaling 3.09 million shares on December 31. In mid-February, the fund also added more shares to its position, lifting it to 3.63 million shares.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Berkshire Partners Holdings 0 4,520,576 0 4,520,576 4,520,576 12.2%
BPSP 0 4,520,576 0 4,520,576 4,520,576 12.2%
Berkshire Partners 0 1,740,555 0 1,740,555 1,740,555 4.7%
Stockbridge Partners 0 2,780,021 0 2,780,021 2,780,021 7.5%
Berkshire Fund VIII 0 1,200,531 0 1,200,531 1,200,531 3.2%
Berkshire Fund VIII-A 0 498,830 0 498,830 498,830 1.3%
Stockbridge Fund 0 2,078,503 0 2,078,503 2,078,503 5.6%
Stockbridge Absolute Return Fund 0 6,412 0 6,412 6,412 less than 0.1%
Stockbridge Master Fund (OS) 0 187,154 0 187,154 187,154 0.5%
Berkshire Investors III 0 21,214 0 21,214 21,214 0.1%
Berkshire Investors IV 0 19,980 0 19,980 19,980 0.1%

Page 1 of 19 – SEC Filing

Washington, DC 20549
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Sharlyn C. Heslam
Berkshire Partners LLC
200 Clarendon Street, 35th Floor
Boston, MA 02116
(617) 227-0050
with a copy to:
Edward S. Horton, Esq.
Seward & Kissel LLP
1 Battery Park Plaza
New York, NY 10004
(212) 574-1265
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 23, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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