Page 13 of 19 – SEC Filing EXPLANATORY NOTE This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D first filed on February 9, 2016 (as amended, the “Schedule 13D“) and is being filed jointly by the following (each, a “Reporting Person” and collectively, the “Reporting Persons“): Berkshire Partners Holdings LLC (“BPH“), BPSP, L.P., (“BPSP“), Berkshire Partners LLC (“BP“), Stockbridge Partners LLC (“SP“), Berkshire Fund VIII, L.P. (“BF VIII“), Berkshire Fund VIII-A, L.P. (“BF VIII-A“), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (“SF“), Stockbridge Absolute Return Fund, L.P. (“SARF“), Stockbridge Master Fund (OS), L.P. (“SOS“), Berkshire Investors IV LLC (“BI IV“) and Berkshire Investors III LLC (“BI III“). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings provided to them in the Schedule 13D Certain of the Reporting Persons filed a statement on Schedule 13G on September 27, 2013, as amended on February 14, 2014 and February 17, 2015 with the U.S. Securities and Exchange Commission (the “SEC“) pursuant to Section 13(d) of the Act and Rule 13d-1(c) thereunder, with respect to their ownership of the shares of Common Stock. Items 4, 5(a)-(c) and 7 of the Schedule 13D are amended in their entirety as follows: Item 4. Purpose of Transaction. The Reporting Persons hold their shares of the Common Stock of the Company for investment purposes. The Reporting Persons intend to communicate, directly or through intermediaries, with members of the Issuer’s management and board of directors concerning options for enhancing shareholder value and other matters relating to the business and affairs of the Issuer, including discussions relating to the composition of the Issuer’s board of directors. 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. Depending upon the results of such review and other factors that the Reporting Persons deem relevant to an investment in the Issuer, the Reporting Persons may, at any time and from time to time, (i) acquire Common Stock and/or other securities of the Issuer (collectively, “Issuer Securities“), (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, or (iii) engage in or encourage communications with the Issuer, members of management and the board of directors of the Issuer, other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring any items mentioned in this Statement. The filing of this Statement is not an admission by the Reporting Persons that they hold shares for the purpose or with the effect of changing or influencing the control of the Issuer. Except as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions enumerated in clauses (a) through (j) of Item 4 of SEC Schedule 13D under the Act, as amended. Item 5. Interest in Securities of the Issuer. (a) and (b) BF VIII holds 1,200,531 shares of the Issuer’s Common Stock. Accordingly, BF VIII has voting and dispositive power with respect to such shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of BF VIII, 8BA may be deemed to beneficially own 1,200,531 shares of Common Stock held by BF VIII. However, 8BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 8BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by BF VIII. Follow Mattress Firm Holding Corp. (NASDAQ:MFRM)
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EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D first filed on February 9, 2016 (as amended, the “Schedule 13D“) and is being filed jointly by the following (each, a “Reporting Person” and collectively, the “Reporting Persons“): Berkshire Partners Holdings LLC (“BPH“), BPSP, L.P., (“BPSP“), Berkshire Partners LLC (“BP“), Stockbridge Partners LLC (“SP“), Berkshire Fund VIII, L.P. (“BF VIII“), Berkshire Fund VIII-A, L.P. (“BF VIII-A“), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (“SF“), Stockbridge Absolute Return Fund, L.P. (“SARF“), Stockbridge Master Fund (OS), L.P. (“SOS“), Berkshire Investors IV LLC (“BI IV“) and Berkshire Investors III LLC (“BI III“). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings provided to them in the Schedule 13D
Certain of the Reporting Persons filed a statement on Schedule 13G on September 27, 2013, as amended on February 14, 2014 and February 17, 2015 with the U.S. Securities and Exchange Commission (the “SEC“) pursuant to Section 13(d) of the Act and Rule 13d-1(c) thereunder, with respect to their ownership of the shares of Common Stock.
Items 4, 5(a)-(c) and 7 of the Schedule 13D are amended in their entirety as follows:
Item 4. Purpose of Transaction.
The Reporting Persons hold their shares of the Common Stock of the Company for investment purposes. The Reporting Persons intend to communicate, directly or through intermediaries, with members of the Issuer’s management and board of directors concerning options for enhancing shareholder value and other matters relating to the business and affairs of the Issuer, including discussions relating to the composition of the Issuer’s board of directors. 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.
Depending upon the results of such review and other factors that the Reporting Persons deem relevant to an investment in the Issuer, the Reporting Persons may, at any time and from time to time, (i) acquire Common Stock and/or other securities of the Issuer (collectively, “Issuer Securities“), (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, or (iii) engage in or encourage communications with the Issuer, members of management and the board of directors of the Issuer, other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring any items mentioned in this Statement.
The filing of this Statement is not an admission by the Reporting Persons that they hold shares for the purpose or with the effect of changing or influencing the control of the Issuer.
Except as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions enumerated in clauses (a) through (j) of Item 4 of SEC Schedule 13D under the Act, as amended.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
BF VIII holds 1,200,531 shares of the Issuer’s Common Stock. Accordingly, BF VIII has voting and dispositive power with respect to such shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of BF VIII, 8BA may be deemed to beneficially own 1,200,531 shares of Common Stock held by BF VIII. However, 8BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 8BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by BF VIII.
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