Filing Details

Accession Number:
0000919574-16-012161
Form Type:
4
Zero Holdings:
No
Publication Time:
2016-03-24 18:17:53
Reporting Period:
2016-03-22
Filing Date:
2016-03-24
Accepted Time:
2016-03-24 18:17:53
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1419852 Mattress Firm Holding Corp. MFRM () MA
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1312988 Berkshire Partners Llc 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
1501625 Stockbridge Fund, L.p. 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
1505182 Stockbridge Absolute Return Fund, L.p. 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
1505183 Stockbridge Partners Llc 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
1505184 Berkshire Investors Iii Llc 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
1514454 Berkshire Fund Viii-A, L.p. 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
1514470 Berkshire Fund Viii, L.p. 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
1522786 Stockbridge Master Fund (Os), L.p. 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
1597787 Bpsp, L.p. 200 Clarendon Street
35Th Floor
Boston MA 02116
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2016-03-22 43,238 $36.78 3,860,364 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2016-03-22 259 $36.78 16,077 No 4 P Direct
Common Stock Acquisiton 2016-03-22 236 $36.78 15,308 No 4 P Direct
Common Stock Acquisiton 2016-03-22 44,260 $37.99 3,904,624 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2016-03-22 265 $37.99 16,342 No 4 P Direct
Common Stock Acquisiton 2016-03-22 242 $37.99 15,550 No 4 P Direct
Common Stock Acquisiton 2016-03-22 31,397 $38.62 3,936,021 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2016-03-22 189 $38.62 16,531 No 4 P Direct
Common Stock Acquisiton 2016-03-22 171 $38.62 15,721 No 4 P Direct
Common Stock Acquisiton 2016-03-22 177,707 $39.61 4,113,728 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2016-03-22 1,065 $39.61 17,596 No 4 P Direct
Common Stock Acquisiton 2016-03-22 971 $39.61 16,692 No 4 P Direct
Common Stock Acquisiton 2016-03-23 164,845 $39.11 4,278,573 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2016-03-23 1,207 $39.11 18,803 No 4 P Direct
Common Stock Acquisiton 2016-03-23 1,099 $39.11 17,791 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
  1. 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 1,200,531 shares of the Issuer's common stock, and Berkshire Fund VIII-A, L.P. ("BF VIII-A") holds 498,830 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 2,078,503 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,412 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 507,952 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.
  2. (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.
  3. 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.
  4. 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.
  5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.3500 - $37.3499, 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 purchased at each separate price within the range set forth in this footnote.
  6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $37.3500 - $38.3499, 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 purchased at each separate price within the range set forth in this footnote.
  7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.3500 - $39.3499, 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 purchased at each separate price within the range set forth in this footnote.
  8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $39.3500 - $39.8000, 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 purchased at each separate price within the range set forth in this footnote.
  9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $38.4450 - $39.4449, 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 purchased at each separate price within the range set forth in this footnote.