Mattress Firm Holding Form 4 Change in insider ownership

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^*

Berkshire Partners Holdings LLC

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(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)
05/31/2016

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

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								5,196,407	I	See Footnotes(1)(2)
Common Stock								29,550	D(3)
Common Stock								27,544	D(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^*

Berkshire Partners Holdings LLC

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BPSP, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Partners LLC

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stockbridge Partners LLC

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Fund VIII, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Fund VIII-A, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stockbridge Fund, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stockbridge Absolute Return Fund, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stockbridge Master Fund (OS), L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Investors III LLC

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund VIII, L.P. ("BF VIII") holds 1,687,158 shares of the Issuer's common stock, and Berkshire Fund VIII-A, L.P. ("BF VIII-A") holds 701,028 shares of the Issuer's common stock. Eighth Berkshire Associates LLC ("8BA") is the general partner of BF VIII and BF VIII-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 2,106,703 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,412 shares of the Issuer's common stock, Stockbridge Master Fund (OS), L.P. ("SOS") holds 187,154 shares of the Issuer's common stock and SP holds 507,952 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.

2. (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and SOS as well certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF VIII and BF VIII-A. 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 Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 8BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

3. Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.

4. Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.

Remarks:

(Form 1 of 2): Each of Christopher J. Hadley and Anil Seetharam will serve on the Board of Directors of the Issuer as a representative of the Reporting Persons. By virtue of each of Christopher J. Hadley's and Anil Seetharam's position as a managing member of BPH, BPSP, BP, SP, 8BA and SA, each of the Reporting Persons may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Berkshire Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Stockbridge Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII, L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII-A, L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Fund, L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Absolute Return Fund, L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Master Fund (OS), L.P.	06/10/2016
	/s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors III LLC	06/10/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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