Childs John W Form 4/A MATTRESS FIRM HOLDING / JOHN W CHILDS ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHILDS JOHN W

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP. [ MFRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/05/2016

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/03/2016		A(2)		540,653(2)	A	$35.75(2)	540,653	I	See footnote(3)
Common Stock(1)	02/03/2016		A(2)		18,787(2)	A	$35.75(2)	18,787	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

CHILDS JOHN W

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J.W. Childs Associates, Inc.

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J.W. Childs Associates, L.P.

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

J.W. Childs Advisors III, L.P.

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Winter Street Opportunities Fund, L.P.

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JWC FUND III CO INVEST LLC

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JWC Mattress Holdings, LLC

(Last) (First) (Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

Explanation of Responses:

1. The Reporting Persons are filing this amendment to clarify that the purchases reported in this Form 4 were made in accordance with Rule 16b-3(d) under the Securities Exchange Act of 1934.

2. 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.

3. 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.

4. 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.

Remarks:

	/s/ John W. Childs	02/10/2016
	/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc.	02/10/2016
	/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P.	02/10/2016
	/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P.	02/10/2016
	/s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P.	02/10/2016
	/s/ Todd A. Fitzpatrick, on behalf of JWC Fund III Co-Invest, LLC	02/10/2016
	/s/ David Fiorentino, on behalf of JWC Mattress Holdings, LLC	02/10/2016
	** Signature of Reporting Person	Date
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