SEC FORM 3

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^*

McAndrews Craig

(Last)

(First)

(Middle)

5815 GULF FREEWAY

(Street)

HOUSTON

77023

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2015

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)
	Chief Merchandising 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	16,192⁽¹⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Option to Purchase Common Stock	11/17/2015⁽²⁾	11/17/2021	Common Stock	24,145⁽²⁾	$19	D
Employee Option to Purchase Common Stock	09/04/2014⁽³⁾	09/04/2023	Common Stock	6,250⁽³⁾	$41.25	D
Employee Option to Purchase Common Stock	09/02/2015⁽⁴⁾	09/02/2024	Common Stock	3,350⁽⁴⁾	$57.05	D
Employee Option to Purchase Common Stock	09/09/2016⁽⁵⁾	09/09/2025	Common Stock	2,311	$60.74	D

Explanation of Responses:

1. Includes 4,985 shares of unvested restricted stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan, which grants were originally made on September 4, 2013 and September 2, 2014. Subject to the reporting person's continued employment with the issuer, 1,667 shares of the unvested restricted stock will vest in up to two equal annual installments beginning on September 4, 2016, provided that the issuer has met or exceeded the applicable annual specified stock price increase targets. Subject to the reporting person's continued employment with the issuer, the remaining shares of the unvested restricted stock will vest in up to three equal annual installments beginning on September 2, 2016, provided that the issuer has met or exceeded the applicable annual specified stock price increase targets.

2. Reflects the remaining portion of an option granted to the reporting person on November 17, 2011, of which options to purchase 12,678 shares are currently exercisable. One-half of the shares of common stock underlying this option will become exercisable on November 17, 2015, subject to the reporting person's continued employment with the issuer, provided that the applicable specified annual stock price increase targets are satisfied. The remaining one-half of the options will become exercisable in two equal annual installments on each anniversary of the date of grant beginning on November 17, 2015.

3. Reflects the remaining portion of an option granted to the reporting person on September 4, 2013, of which options to purchase 3,125 shares are currently exercisable. The options become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 4, 2014, subject to the reporting person's continued employment with the issuer.

4. Reflects the remaining portion of an option granted to the reporting person on September 2, 2014, of which options to purchase 837 shares are currently exercisable. The options become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 2, 2015, subject to the reporting person's continued employment with the issuer.

5. The options will become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 9, 2016, subject to the reporting person's continued employment with the issuer.

Remarks:

The reporting person ceased being subject to Section 16 requirements after a change in his officer position at the issuer that was effective November 25, 2014. He again became subject to Section 16 requirements on November 3, 2015, due to a subsequent change in his officer position at the issuer.

	/s/ Craig McAndrews	11/03/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.