| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/03/2015 | 3. Issuer Name and Ticker or Trading Symbol MATTRESS FIRM HOLDING CORP. [ MFRM ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 11,792(1) | D | |
| Common Stock, par value $0.01 per share | 49,942(2) | I | By wife |
| 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 | ||||
| Employee Option to Purchase Common Stock | 11/17/2012(3) | 11/17/2021 | Common Stock | 11,038 | 19 | D | |
| Employee Option to Purchase Common Stock | 11/17/2012(4) | 11/17/2021 | Common Stock | 30,372 | 19 | I | By wife |
| Employee Option to Purchase Common Stock | 09/04/2014(5) | 09/04/2023 | Common Stock | 6,628 | 41.25 | I | By wife |
| Employee Option to Purchase Common Stock | 09/02/2015(6) | 09/02/2024 | Common Stock | 3,533 | 57.05 | I | By wife |
| Explanation of Responses: |
| 1. Includes 2,183 unvested shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan (the "Omnibus Plan"). Subject to the reporting person's continued employment with the issuer, 1,053 shares of the unvested restricted stock will vest in three equal annual installments beginning on September 4, 2015, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Subject to the reporting person's continued employment with the issuer, the remaining shares of the unvested restricted stock will vest in annual installments of 282, 283, 282 and 283 shares on September 2, 2015, September 2, 2016, September 2, 2017 and September 2, 2016, respectively, provided that the issuer has met or exceeded applicable stock price increase targets. Assuming all specified stock price increase targets are satisfied, these grants will be fully vested on September 2, 2018. |
| 2. Includes shares of restricted stock granted to the reporting person's wife pursuant to the Omnibus Incentive Plan. Subject to the reporting person's wife's continued employment with the issuer, the shares will vest in four equal installments beginning on September 4, 2014, if the issuer has met or exceeded applicable stock price performance targets on such dates. Assuming all applicable stock price increase targets are satisfied, this grant will be fully vested on September 4, 2017. |
| 3. These are the remaining options underlying an award of 20,070 options granted pursuant to the Omnibus Plan. 4,516 of the remaining options have vested. 4,014 options will be exercisable, in equal annual installments on November 17, 2015 and November 17, 2016 if the reporting person remains employed by the issuer on that date. 2,508 options will be exercisable on November 17, 2015 if, on that date, the reporting person remains employed by the issuer and the issuer has met or exceeded the applicable specified annual stock price increase target. |
| 4. These are the remaining options underlying an award of 50,596 options made to the reporting person's wife. One-half of the stock options underlying this award will vest in five equal annual installments beginning on November 17, 2012 if the reporting person's wife remains employed by the issuer on that date. The remaining stock options will vest in four equal annual installments beginning on November 17, 2012, provided that, on the scheduled vesting date, the reporting person's wife remains employed by the issuer and the issuer has met or exceeded applicable annual specified stock price increase targets. |
| 5. These are the remaining options underlying an award of 6,896 options made to the reporting person's wife. The stock options underlying this award will become exercisable in four equal annual installments on each anniversary of the grant date, beginning September 4, 2014. Subject to the reporting person's wife's continued employment with the issuer, this option will become fully exercisable on September 4, 2017. |
| 6. This option to purchase common stock will become exercisable in four equal installments on each anniversary of the grant date, beginning on September 2, 2015. Subject to the reporting person's wife's continued employment with the issuer, the options underlying this award will become fully exercisable on September 2, 2018. |
| /s/ Kindel L. Elam, as Attorney-in-Fact for Matthew Forbes | 03/13/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
