13D Filing: 40 North Management Springs for More Shares of Mattress Firm Holding Corp. (MFRM)

The responses to Items 3, 4 and 5 of this
Schedule 13D are incorporated herein by reference.

40 North Latitude SPV has entered into swaps
with respect to the Shares. Under the terms of the swaps, (i) 40 North Latitude SPV will be obligated to pay to the counterparty
any negative price performance of the specified notional number of Shares subject to the swaps as of the expiration date of such
swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay 40 North
Latitude SPV any positive price performance of the specified notional number of Shares subject to the swaps as of the expiration
date of the swaps. Any dividends received by the counterparty on such notional Shares during the term of the swaps will be paid
to 40 North Latitude SPV. All balances will be settled in cash. 40 North Latitude SPV’s counterparty for the swaps is Morgan
Stanley Capital Services LLC. The number of Shares specified in such swaps is 30,900.

The swaps do not give 40 North Latitude
SPV or any of the other Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the
Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly,
40 North Latitude SPV and the other Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in
the swap contracts or Shares or other securities or financial instruments that may be held from time to time by any counterparty
to the contracts.

Except for the arrangements described herein,
to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Exhibit 1 – Agreement between 40 North Management
LLC, 40 North Latitude Master Fund Ltd., 40 North Latitude SPV-B LLC, 40 North Latitude Fund LP, 40 North GP III LLC, David S.
Winter, and David J. Millstone to file this Schedule 13D and any amendments thereto jointly on behalf of each of them.

Exhibit 2 – Transactions in the Shares effected
in the past 60 days.

Exhibit 3 – Letter to the Board of
Directors of the Issuer, dated February 8, 2016 (incorporated by reference to Exhibit 3 to Schedule 13D (Amendment No. 9)
filed on February 8, 2016 by the Reporting Persons).