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

1

Names of Reporting Persons

Berkshire Partners Holdings LLC

2

Check the Appropriate Box if a Member of a Group

(a) ☐    (b) ☑

3

SEC Use Only

4

Source of Funds

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

☐

6

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With

7

Sole Voting Power

0

8

Shared Voting Power

4,520,576 †

9

Sole Dispositive Power

0

10

Shared Dispositive Power

4,520,576 †

11

Aggregate Amount Beneficially Owned by Each Reporting Person

4,520,576 †

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

☐

13

Percent of Class Represented by Amount in Row (11)

12.2% * †

14

Type of Reporting Person

OO

As of March 25, 2016. See Item 5.

*

Percentage calculations are based on the number of shares of Common Stock outstanding as of March 1, 2016, as reported in the Issuer’s Prospectus Supplement dated March 21, 2016.