40 North Latitude SPV-B Form 4 MATTRESS FIRM HOLDING / DAVID J. MILLSTONE 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^*

40 North Latitude Fund LP

(Last) (First) (Middle)

9 WEST 57TH STREET

30TH FLOOR

(Street)

NEW YORK NY 10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2016

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, $0.01 par value	06/16/2016		P		61,000	A	$32.4587(1)	1,369,761	I	By 40 North Latitude Master Fund Ltd.(2)(3)(4)
Common Stock, $0.01 par value	06/17/2016		P		64,051	A	$32.3877(5)	1,433,812	I	By 40 North Latitude Master Fund Ltd.(2)(3)(4)
Common Stock, $0.01 par value	06/17/2016		P		3,905	A	$32.8557(6)	1,437,717	I	By 40 North Latitude Master Fund Ltd.(2)(3)(4)
Common Stock, $0.01 par value								2,499,256	I	By 40 North Latitude SPV-B LLC(2)(3)(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^*

40 North Latitude Fund LP

(Last) (First) (Middle)

9 WEST 57TH STREET

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

40 NORTH LATITUDE MASTER FUND LTD.

(Last) (First) (Middle)

9 WEST 57TH STREET

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

40 NORTH LATITUDE SPV-B LLC

(Last) (First) (Middle)

9 WEST 57TH STREET

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

40 NORTH GP III LLC

(Last) (First) (Middle)

9 WEST 57TH STREET

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WINTER DAVID S.

(Last) (First) (Middle)

9 WEST 57TH STREET

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MILLSTONE DAVID J.

(Last) (First) (Middle)

9 WEST 57TH STREET, 30TH FLOOR

30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.92 to $32.55. The Reporting Persons (as defined in footnote 2 below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1, 5 and 6 to this Form 4.

2. In addition to 40 North Latitude Fund LP, a Delaware limited partnership ("40 North Latitude Feeder"), this Form 4 is being filed jointly by 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability ("40 North Latitude Master"), 40 North Latitude SPV-B LLC, a Delaware limited liability company ("40 North Latitude SPV"), 40 North GP III LLC, a Delaware limited liability company ("40 North GP III"), David S. Winter, an American citizen, and David J. Millstone, an American citizen (all of the foregoing, collectively, the "Reporting Persons"), each of whom has the same business address as 40 North Latitude Feeder.

3. The securities reported on this Form 4 (the "Subject Securities") are held directly by (a) 40 North Latitude Master, for which 40 North Latitude Feeder serves as a feeder fund (1,437,717 shares), and (b) 40 North Latitude SPV, a subsidiary of 40 North Latitude Master (2,499,256 shares). 40 North GP III is the general partner of 40 North Latitude Feeder, and Messrs. Winter and Millstone are the principals of 40 North GP III and 40 North Latitude SPV.

4. 40 North Latitude SPV, 40 North Latitude Master and 40 North Latitude Feeder, as pooled investment vehicles with direct and indirect holdings, respectively, in the Subject Securities; 40 North GP III, as the general partner of 40 North Latitude Feeder; and Messrs. Winter and Millstone, as the principals of 40 North GP III; in each case, may be deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.66 to $32.66.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $32.67 to $33.20.

	40 North Latitude Fund LP, By: 40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal	06/20/2016
	40 North Latitude Master Fund Ltd., By: /s/ David S. Winter, Director, and /s/ David J. Millstone, Director	06/20/2016
	40 North Latitude SPV-B LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal	06/20/2016
	40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal	06/20/2016
	/s/ David S. Winter	06/20/2016
	/s/ David J. Millstone	06/20/2016
	** 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).
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