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Filing Details

Accession Number:: 0001012975-16-000977
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-05 15:07:16
Reporting Period:: 2016-02-03

Filing Date:: 2016-02-05
Accepted Time:: 2016-02-05 15:07:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1419852	Mattress Firm Holding Corp.	MFRM	Retail-Furniture Stores (5712)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1027035	W John Childs	C/O J.w. Childs Associates, L.p. 1000 Winter Street, Suite 4300 Waltham MA 02451	Yes	No	Yes	No
1288059	Jwc Fund Iii Co Invest Llc	C/O J.w. Childs Associates, L.p. 1000 Winter Street, Suite 4300 Waltham MA 02451	No	No	Yes	No
1534918	J.w. Childs Associates, Inc.	C/O J.w. Childs Associates, L.p. 1000 Winter Street, Suite 4300 Waltham MA 02451	Yes	No	Yes	Yes
1534920	J.w. Childs Associates, L.p.	C/O J.w. Childs Associates, L.p. 1000 Winter Street, Suite 4300 Waltham MA 02451	No	No	Yes	No
1534973	Jwc Mattress Holdings, Llc	C/O J.w. Childs Associates, L.p. 1000 Winter Street, Suite 4300 Waltham MA 02451	No	No	Yes	No
1534982	J.w. Childs Advisors Iii, L.p.	C/O J.w. Childs Associates, L.p. 1000 Winter Street, Suite 4300 Waltham MA 02451	No	No	Yes	No
1605022	Winter Street Opportunities Fund, L.p.	C/O J.w. Childs Associates, L.p. 1000 Winter Street, Suite 4300 Waltham MA 02451	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-02-03	540,653	$35.75	540,653	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2016-02-03	18,787	$35.75	18,787	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	12,713,589	Indirect	See Footnote
Common Stock	326,251	Indirect	See Footnote

Footnotes

On February 3, 2016, the Issuer entered into a share purchase agreement with WSOF (as defined below) and Co-Invest III (as defined below), pursuant to which WSOF and Co-Invest III agreed to purchase from the Issuer 540,653 shares and 18,787 shares, respectively, at a purchase price of $19,328,344.80 and $671,635.25, respectively. WSOF and Co-Invest III consummated the purchases on February 5, 2016.
Represents shares directly held by Winter Street Opportunities Fund, L.P. ("WSOF"). J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("JWC Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. ("JWC Associates Inc.") is the general partner of JWC Associates LP. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than WSOF) disclaims pecuniary interest in the reported securities except to the extent of its economic interest.
Represents shares directly held by JWC Fund III Co-Invest, LLC ("Co-Invest III"). WSOF holds approximately 26% of the membership interests in Co-Invest III. GPLP is the general partner of WSOF. JWC Associates LP is the general partner of GPLP. JWC Associates Inc. is the general partner of JWC Associates LP and the manager of Co-Invest III. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than Co-Invest III) disclaims pecuniary interest in the reported securities except to the extent of his economic interest.
Represents shares directly held by JWC Mattress Holdings, LLC ("Mattress Holdings"). WSOF and Co-Invest III hold approximately 97.3% and approximately 2.7%, respectively, of the membership interests in Mattress Holdings. GPLP is the general partner of WSOF. JWC Associates LP is the general partner of GPLP. JWC Associates Inc. is the general partner of JWC Associates LP and the manager of each of Mattress Holdings and Co-Invest III. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than Mattress Holdings) disclaims pecuniary interest in the reported securities except to the extent of its economic interest.
Represents shares directly held by the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs is the sole trustee of the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs disclaims pecuniary interest in the reported securities except to the extent of his economic interest.