SEC FORM 4

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^*

CHILDS JOHN W

(Last)

(First)

(Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

1000 WINTER STREET, SUITE 4300

(Street)

WALTHAM

02451

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2014		J⁽¹⁾		113,610⁽¹⁾	A	⁽¹⁾	113,610	I	See footnote.⁽²⁾
Common Stock								15,985,816	I	See footnote.⁽³⁾
Common Stock								421,452	I	See footnote.⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an acquisition by Winter Street Opportunities Fund, L.P. ("WSOF") of membership interests in JWC Fund III Co-Invest LLC ("Co-Invest III"), which represent interests in the reported securities (see footnote 2) (the "Interests"). WSOF issued approximately 0.7% of its limited partnership interests in exchange for the Interests.

2. As a result of the acquisition described in footnote 1, WSOF holds approximately 26% of the membership interests of Co-Invest III. Co-Invest III holds approximately 2.7% of the membership interests in JWC Mattress Holdings, LLC ("JWC Holdings"), which directly holds the reported securities. J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. ("Associates Inc.") is the general partner of Associates LP. The Reporting Person is the sole shareholder of Associates Inc. The Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest.

3. Represents shares directly held by JWC Holdings. WSOF holds approximately 97.3% of the membership interests in JWC Holdings. GPLP is the general partner of WSOF. Associates LP is the general partner of GPLP. Associates Inc. is the general partner of Associates LP. The Reporting Person is the sole shareholder of Associates Inc. The Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest.

4. Represents shares directly held by the John W. Childs 2013 Charitable Remainder Trust. The Reporting Person is the sole trustee of the John W. Childs 2013 Charitable Remainder Trust and retains the voting rights. The Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest.

Remarks:

	/s/ John W. Childs	04/17/2014
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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