Dale R Carlsen Form 3/A MATTRESS FIRM HOLDING / Dale R Carlsen ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Carlsen Dale R

(Last) (First) (Middle)

5815 GULF FREEWAY

(Street)

HOUSTON TX 77023

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2015

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/28/2014

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	389,764(1)	I	Trustee of Dale R. Carlsen Stock Trust U.D.T. August 5, 1997
Common Stock, par value $0.01 per share	11,633(2)	I	Trustee of Dale R. Carlsen Irr. Trust udt 12/26/12
Common Stock, par value $0.01 per share	10,952(3)	I	Trustee of Joseph P. Carlsen 2000 Trust established December 28, 2000
Common Stock, par value $0.01 per share	10,952(4)	I	Trustee of Meghan E. Carlsen 2000 Trust established December 28, 2000
Common Stock, par value $0.01 per share	11,633(5)	I	By wife
Common Stock, par value $0.01 per share	382(6)(7)	I	Trustee of Dale R. Carlsen Family Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares issued to the Dale R. Carlsen Stock Trust U.D.T. August 5, 1997, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.

2. Represents shares issued to the Dale R. Carlsen Irr. Trust udt 12/26/12, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.

3. Represents shares issued to the Joseph P. Carlsen 2000 Trust established December 28, 2000, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.

4. Represents shares issued to the Meghan E. Carlsen 2000 Trust established December 28, 2000, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.

5. Represents shares issued to the Kathryn W. Carlsen Irr. Trust udt 12/26/12, for which the reporting person's wife is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.

6. Represents shares held by the Dale R. Carlsen Family Revocable Trust, for which the reporting person and his wife are trustees.

7. The reporting person is filing this amended Form 3 to reflect the holdings of 382 shares of common stock that was previously unreported due to an administrative error.

	/s/ Dale Carlsen	04/28/2015
	** 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 5 (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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