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

AMENDMENT NO. 10 TO SCHEDULE 13D

This Amendment No. 10 supplements the
information set forth in the Schedule 13D filed by 40 North Management LLC, a Delaware limited liability company, 40 North
Investments LP, a Delaware limited partnership, David S. Winter, an American citizen, and David J. Millstone, an American
citizen, with the United States Securities and Exchange Commission (the “SEC”) on August 6, 2013, as
heretofore amended (the “Schedule 13D”), relating to Common Stock, par value $0.01 per share (the
“Shares”), of Mattress Firm Holding Corp., a Delaware corporation (the
“Issuer”).  All capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to
each separate Item below shall be deemed to be a response to all Items where such information is relevant.  The Schedule
13D is hereby supplementally amended as follows:

This statement on Schedule 13D is filed on
behalf of 40 North Management LLC, a Delaware limited liability company (“40 North Management”), 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 Latitude
Fund LP, a Delaware limited partnership (“40 North Latitude Feeder”), 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 (collectively, the “Reporting Persons”).  This statement relates to Shares held by (i) 40
North Latitude SPV, a wholly owned subsidiary of 40 North Latitude Master, the “master” fund in a “master-feeder”
structure in which 40 North Latitude Feeder is a “feeder” fund, and (ii) 40 North Latitude Master.

The principal business of each of 40 North
Latitude Feeder, 40 North Latitude Master and 40 North Latitude SPV is the making of investments in securities and other assets.  The
principal business of 40 North GP III is to serve as general partner of 40 North Latitude Feeder.  40 North Management
serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has
been granted investment discretion over various portfolio investments, including the Shares.  David S. Winter and David
J. Millstone serve as the sole members and principals of each of 40 North Management and 40 North GP III, as the principals of
40 North Latitude SPV and as the sole directors of 40 North Latitude Master.  The principal business address of each
of the Reporting Persons is 9 West 57th Street, 30th Floor, New York, New York 10019.  A joint filing agreement of the
Reporting Persons is attached hereto as Exhibit 1.

During the last five years, none of the
Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.