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Filing Details

Accession Number:: 0000899243-16-012945
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-09 21:27:34
Reporting Period:: 2016-02-05

Filing Date:: 2016-02-09
Accepted Time:: 2016-02-09 21:27:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1419852	Mattress Firm Holding Corp.	MFRM	Retail-Furniture Stores (5712)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1505185	Berkshire Investors Iv Llc	200 Clarendon Street, 35Th Floor Boston MA 02116		No	No	Yes	No
1597786	Berkshire Partners Holdings Llc	200 Clarendon Street, 35Th Floor Boston MA 02116		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-02-05	40,290	$33.06	3,716,238	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2016-02-05	492	$33.06	14,586	No	4	P	Direct
Common Stock	Acquisiton	2016-02-05	453	$33.06	13,944	No	4	P	Direct
Common Stock	Acquisiton	2016-02-05	13,606	$33.93	3,729,844	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2016-02-05	166	$33.93	14,752	No	4	P	Direct
Common Stock	Acquisiton	2016-02-05	152	$33.93	14,096	No	4	P	Direct
Common Stock	Acquisiton	2016-02-05	4,225	$34.47	3,734,069	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2016-02-05	52	$34.47	14,804	No	4	P	Direct
Common Stock	Acquisiton	2016-02-05	47	$34.47	14,143	No	4	P	Direct
Common Stock	Acquisiton	2016-02-08	27,507	$33.62	3,761,576	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2016-02-08	336	$33.62	15,140	No	4	P	Direct
Common Stock	Acquisiton	2016-02-08	308	$33.62	14,451	No	4	P	Direct
Common Stock	Acquisiton	2016-02-08	55,550	$34.38	3,817,126	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2016-02-08	678	$34.38	15,818	No	4	P	Direct
Common Stock	Acquisiton	2016-02-08	621	$34.38	15,072	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct

Footnotes

Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund VIII, L.P. ("BF VIII") holds 886,219 shares of the Issuer's common stock, and Berkshire Fund VIII-A, L.P. ("BF VIII-A") holds 368,231 shares of the Issuer's common stock. Eighth Berkshire Associates LLC ("8BA") is the general partner of BF VIII and BF VIII-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 1,913,590 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,357 shares of the Issuer's common stock, Stockbridge Master Fund (OS), L.P. ("SOS") holds 187,154 shares of the Issuer's common stock and SP holds 455,575 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.
(Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and SOS as well certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF VIII and BF VIII-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 8BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 8BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.
Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.36 - $33.35, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.36 - $34.35, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.36 - $34.65, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.0150 - $34.0149, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.0150 - $35.0000, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.