Page 15 of 19 – SEC Filing By virtue of their positions as managing members of BPH, BPSP, BP, SP, 8BA and SA, certain of the Berkshire Principals may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by BF VIII, BF VIII‑A, BI III, BI IV, SF, SARF, SOS and SP. However, none of the Berkshire Principals, acting alone, has voting or investment power with respect to shares beneficially owned by such Reporting Persons, and, as a result, each Berkshire Principal disclaims beneficial ownership of such shares of Common Stock. Pursuant to the Company’s Prospectus Supplement dated March 21, 2016, there were 37,069,241 shares of Common Stock issued and outstanding as of March 1, 2016. Accordingly, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 12.2% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows: i. BPH beneficially owns 12.2% of the Issuer’s Common Stock.
ii. BPSP beneficially owns 12.2% of the Issuer’s Common Stock.
iii. BP beneficially owns 4.7% of the Issuer’s Common Stock.
iv. SP beneficially owns 7.5% of the Issuer’s Common Stock.
v. BF VIII beneficially owns 3.2% of the Issuer’s Common Stock.
vi. BF VIII-A beneficially owns 1.3% of the Issuer’s Common Stock.
vii. SF beneficially owns 5.6% of the Issuer’s Common Stock.
viii. SARF beneficially owns less than 0.1% of the Issuer’s Common Stock.
ix. SOS beneficially owns 0.5% of the Issuer’s Common Stock.
x. BI III beneficially owns 0.1% of the Issuer’s Common Stock.
xi. BI IV beneficially owns 0.1% of the Issuer’s Common Stock.
By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group. BP, BF VIII, BF VIII-A and 8BA acknowledge that they are part of a “group” for purposes of Section 13(d)(3). However, the filing of this Statement shall not be construed as an admission that BI IV, BI III, SF, SARF, SOS, SP or SA are a part of a group, or have agreed to act as a part of a group. (c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the shares of Common Stock within the last 60 days except for those previously reported on Schedule 13D, are set forth below: Reporting Person Date Price per Share* Number of Shares Purchased / (Sold)* BF VIII 3/22/2016 $38.8485 103,568 BF VIII-A 3/22/2016 $38.8485 43,034 SF 3/22/2016 $38.8485 113,895 SARF 3/22/2016 $38.8485 38 BI IV 3/22/2016 $38.8485 1,620 BI III 3/22/2016 $38.8485 1,778 SP 3/22/2016 $38.8485 36,067 BF VIII 3/23/2016 $39.1199 72,648 BF VIII-A 3/23/2016 $39.1199 30,186 SF 3/23/2016 $39.1199 51,018 SARF 3/23/2016 $39.1199 17 BI IV 3/23/2016 $39.1199 1,135 BI III 3/23/2016 $39.1199 1,246 SP 3/23/2016 $39.1199 16,310 BF VIII 3/24/2016 $39.0159 138,096 BF VIII-A 3/24/2016 $39.0159 57,379 BI IV 3/24/2016 $39.0159 2,153 BI III 3/24/2016 $39.0159 2,372
*The number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple open market transactions over a range of prices. The price per share reported represents the weighted average price (without regard to brokerage commissions). The applicable Reporting Person undertakes to provide the staff of the SEC upon request, the number of shares executed by such Reporting Person at each separate price. Item 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement Follow Mattress Firm Holding Corp. (NASDAQ:MFRM)
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By virtue of their positions as managing members of BPH, BPSP, BP, SP, 8BA and SA, certain of the Berkshire Principals may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by BF VIII, BF VIII‑A, BI III, BI IV, SF, SARF, SOS and SP. However, none of the Berkshire Principals, acting alone, has voting or investment power with respect to shares beneficially owned by such Reporting Persons, and, as a result, each Berkshire Principal disclaims beneficial ownership of such shares of Common Stock.
Pursuant to the Company’s Prospectus Supplement dated March 21, 2016, there were 37,069,241 shares of Common Stock issued and outstanding as of March 1, 2016. Accordingly, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 12.2% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows:
| i. | BPH beneficially owns 12.2% of the Issuer’s Common Stock. |
| ii. | BPSP beneficially owns 12.2% of the Issuer’s Common Stock. |
| iii. | BP beneficially owns 4.7% of the Issuer’s Common Stock. |
| iv. | SP beneficially owns 7.5% of the Issuer’s Common Stock. |
| v. | BF VIII beneficially owns 3.2% of the Issuer’s Common Stock. |
| vi. | BF VIII-A beneficially owns 1.3% of the Issuer’s Common Stock. |
| vii. | SF beneficially owns 5.6% of the Issuer’s Common Stock. |
| viii. | SARF beneficially owns less than 0.1% of the Issuer’s Common Stock. |
| ix. | SOS beneficially owns 0.5% of the Issuer’s Common Stock. |
| x. | BI III beneficially owns 0.1% of the Issuer’s Common Stock. |
| xi. | BI IV beneficially owns 0.1% of the Issuer’s Common Stock. |
By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group. BP, BF VIII, BF VIII-A and 8BA acknowledge that they are part of a “group” for purposes of Section 13(d)(3). However, the filing of this Statement shall not be construed as an admission that BI IV, BI III, SF, SARF, SOS, SP or SA are a part of a group, or have agreed to act as a part of a group.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the shares of Common Stock within the last 60 days except for those previously reported on Schedule 13D, are set forth below:
| Reporting Person | Date | Price per Share* | Number of Shares Purchased / (Sold)* |
| BF VIII | 3/22/2016 | $38.8485 | 103,568 |
| BF VIII-A | 3/22/2016 | $38.8485 | 43,034 |
| SF | 3/22/2016 | $38.8485 | 113,895 |
| SARF | 3/22/2016 | $38.8485 | 38 |
| BI IV | 3/22/2016 | $38.8485 | 1,620 |
| BI III | 3/22/2016 | $38.8485 | 1,778 |
| SP | 3/22/2016 | $38.8485 | 36,067 |
| BF VIII | 3/23/2016 | $39.1199 | 72,648 |
| BF VIII-A | 3/23/2016 | $39.1199 | 30,186 |
| SF | 3/23/2016 | $39.1199 | 51,018 |
| SARF | 3/23/2016 | $39.1199 | 17 |
| BI IV | 3/23/2016 | $39.1199 | 1,135 |
| BI III | 3/23/2016 | $39.1199 | 1,246 |
| SP | 3/23/2016 | $39.1199 | 16,310 |
| BF VIII | 3/24/2016 | $39.0159 | 138,096 |
| BF VIII-A | 3/24/2016 | $39.0159 | 57,379 |
| BI IV | 3/24/2016 | $39.0159 | 2,153 |
| BI III | 3/24/2016 | $39.0159 | 2,372 |
*The number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple open market transactions over a range of prices. The price per share reported represents the weighted average price (without regard to brokerage commissions). The applicable Reporting Person undertakes to provide the staff of the SEC upon request, the number of shares executed by such Reporting Person at each separate price.
Item 7. Material to be Filed as Exhibits.
Exhibit A Joint Filing Agreement
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