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

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Page 14 of 19 – SEC Filing
BF VIII-A holds 498,830 shares of the Issuer’s Common Stock. Accordingly, BF VIII-A 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-A, 8BA may be deemed to beneficially own 498,830 shares of Common Stock held by BF VIII-A. 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-A.
BP is the registered investment adviser of BF VIII and BF VIII-A. Collectively, BF VIII and BF VIII-A directly hold 1,699,361 shares of Common Stock. Based on the two preceding sentences, BP may be deemed to beneficially own such shares of Common Stock held by BF VIII and BF VIII-A. However, BP disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that BP is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by BF VIII and BF VIII-A.
BI III holds 21,214 shares of the Issuer’s Common Stock. Accordingly, BI III has voting power and dispositive power with respect to such shares of Common Stock. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the Issuer’s outstanding Common Stock for purposes of Section 13(d)(3) of the Act.
BI IV holds 19,980 shares of the Issuer’s Common Stock. Accordingly, BI IV has voting power and dispositive power with respect to such shares of Common Stock. BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the Issuer’s outstanding Common Stock for purposes of Section 13(d)(3) of the Act.
BP, as the registered investment adviser of BI III and BI IV, may be deemed to beneficially own the 41,194 shares of Common Stock held by BI III and BI IV, collectively. Accordingly, BP has voting and dispositive power with respect to such shares of Common Stock.
SF holds 2,078,503 shares of Common Stock. Accordingly, SF 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 SF, SA may be deemed to beneficially own 2,078,503 shares of Common Stock held by SF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SF.
SARF holds 6,412 shares of Common Stock. Accordingly, SARF 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 SARF, SA may be deemed to beneficially own 6,412 shares of Common Stock held by SARF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SARF.
SOS holds 187,154 shares of Common Stock. Accordingly, SOS 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 SOS, SA may be deemed to beneficially own 187,154 shares of Common Stock held by SOS. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SOS.
SP holds 507,952 shares of the Issuer’s Common Stock on behalf of certain other accounts and, as the registered investment adviser of SF, SARF and SOS, may be deemed to beneficially own the 2,780,021 shares of Common Stock held by SF, SARF and SOS, collectively. Accordingly, SP has voting and dispositive power with respect to such shares of Common Stock.
BPH is the general partner of BPSP, which is the managing member of each of SP and BP. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 8BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act.

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