SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Mattress Firm Holding Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
57722W 106
(CUSIP Number)
Adam Suttin
J.W. Childs Associates, L.P.
1000 Winter Street, Suite 4300
Waltham, MA 02451
(617) 753-1100
Copies to:
Steven M. Peck
Proskauer Rose LLP
One International Place
Boston, MA 02110
(617) 526-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 57722W 106
| 1 | Names of Reporting Persons
John W. Childs | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7 | Sole Voting Power
363,783 | ||||
| 8 | Shared Voting Power
14,176,057 | |||||
| 9 | Sole Dispositive Power
363,783 | |||||
| 10 | Shared Dispositive Power
14,176,057 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,539,840 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
41.5% | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 57722W 106
| 1 | Names of Reporting Persons
J. W. Childs Associates, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
14,176,057 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
14,176,057 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,176,057 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
40.5% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
CUSIP No. 57722W 106
| 1 | Names of Reporting Persons
J. W. Childs Associates, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
14,176,057 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
14,176,057 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,176,057 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
40.5% | |||||
| 14 | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 57722W 106
| 1 | Names of Reporting Persons
J. W. Childs Advisors III, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
14,176,057 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
14,176,057 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,176,057 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
40.5% | |||||
| 14 | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 57722W 106
| 1 | Names of Reporting Persons
Winter Street Opportunities Fund, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
14,176,057 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
14,176,057 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,176,057 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
40.5% | |||||
| 14 | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 57722W 106
| 1 | Names of Reporting Persons
JWC Fund III Co-Invest, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
0 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
385,446 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
385,446 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
1.1% | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 57722W 106
| 1 | Names of Reporting Persons
JWC Mattress Holding, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
14,176,057 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
14,176,057 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,176,057 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
40.5% | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
Explanatory Note
This Amendment No. 2 amends and supplements the Schedule 13D filed on April 18, 2014, as amended on December 19, 2014 (as amended, this “Schedule 13D”).
| Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) of this Schedule 13D is amended and restated as follows:
(a)-(b) The information required by these paragraphs with respect to each Reporting Person is set forth in Rows 7 through 13 of the cover page to this Schedule 13D and is incorporated herein by reference. The ownership percentage reported in Row 13 is based on 35,017,602 shares of Common Stock outstanding as of November 30, 2014, as disclosed in the Issuer’s prospectus filed pursuant to Rule 424(b)(7) under the Securities Act of 1933 (the “Securities Act”) on December 15, 2014.
Mattress Holdings directly holds 14,176,057 shares of the Common Stock. WSOF and Co-Invest III hold approximately 97.3% and approximately 2.7%, respectively, of the membership interests in Mattress Holdings. 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. Mr. Childs is the sole shareholder, director and executive officer of JWC Associates Inc. JWC Associates Inc. is also the manager of each of Mattress Holdings and Co-Invest III.
The John W. Childs 2013 Charitable Remainder Trust (the “Trust”) directly holds 363,783 shares of the Common Stock. Mr. Childs is the sole trustee of the Trust.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D.
(c) Other than the Public Resale and the Public Resale Option (each as defined in Item 6), no other transactions in the Common Stock were effected by the Reporting Persons or any of the persons or entities named in Item 2 during the 60 days prior to the date of this Schedule 13D.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The heading “Public Resale” under Item 6 of this Schedule 13D is amended and supplemented by the addition of the following:
On January 14, 2015, the Underwriter exercised its Public Resale Option and purchased 294,135 shares and 7,548 shares of Common Stock from Mattress Holdings and the Trust, respectively, at a price of $60.53 per share.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| /s/ John W. Childs |
| John W. Childs |
| J.W. CHILDS ASSOCIATES, INC. | ||||
| By: | /s/ Todd A. Fitzpatrick | |||
| Name: | Todd A. Fitzpatrick | |||
| Title: | Secretary | |||
| J.W. CHILDS ASSOCIATES, L.P. | ||||
| By: | J.W. Childs Associates, Inc., its general partner | |||
| By: | /s/ Todd A. Fitzpatrick | |||
| Name: | Todd A. Fitzpatrick | |||
| Title: | Secretary | |||
| J.W. CHILDS ADVISORS III, L.P. | ||||
| By: | J.W. Childs Associates, L.P., its general partner | |||
| By: | J.W. Childs Associates, Inc., its general partner | |||
| By: | /s/ Todd A. Fitzpatrick | |||
| Name: | Todd A. Fitzpatrick | |||
| Title: | Secretary | |||
| WINTER STREET OPPORTUNITIES FUND, L.P. | ||||
| By: | J.W. Childs Advisors III, L.P., it general partner | |||
| By: | J.W. Childs Associates, L.P., its general partner | |||
| By: | J.W. Childs Associates, Inc., its general partner | |||
| By: | /s/ Todd A. Fitzpatrick | |||
| Name: | Todd A. Fitzpatrick | |||
| Title: | Secretary | |||
| JWC FUND III CO-INVEST, LLC | ||||
| By: | J.W. Childs Associates, L.P., its manager | |||
| By: | J.W. Childs Associates, Inc., its general partner | |||
| By: | /s/ Todd A. Fitzpatrick | |||
| Name: | Todd A. Fitzpatrick | |||
| Title: | Secretary | |||
| JWC MATTRESS HOLDINGS, LLC | ||||
| By: | /s/ David Fiorentino | |||
| Name: | David Fiorentino | |||
| Title: | Authorized Person | |||
| Date: January 15, 2015 |
