SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Killgore Robert D (Last) (First) (Middle) 5815 GULF FREEWAY (Street) HOUSTON TX 77023 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2014	3. Issuer Name and Ticker or Trading Symbol MATTRESS FIRM HOLDING CORP. [ MFRM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Co-Chief Operating Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	22,354(1)	I	Trustee of Killgore Family Trust dtd 10/15/2009
Common Stock, par value $0.01 per share	16,548(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares issued to the Killgore Family Trust dtd 10/15/2009, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.

2. Represents shares of restricted stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan in connection with the reporting person's assumption of the position of co-chief operating officer of the issuer and the transactions contemplated pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative. Subject to the reporting person's continued employment with the issuer, the shares will vest in full on the first anniversary of the grant date.

	/s/ Robert Killgore	10/28/2014
	** 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 5 (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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