UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

MATTRESS FIRM HOLDING CORP.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57722W106

(CUSIP Number)

Sharlyn C. Heslam

Berkshire Partners LLC

200 Clarendon Street, 35^th Floor

Boston, MA 02116

(617) 227-0050

with a copy to:

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 5, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ☑

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

† As of April 7, 2016. See Item 5.

*  Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

†  As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

 

 

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

 

† As of April 7, 2016. See Item 5.

* Percentage calculations are based on the number of shares of Common Stock outstanding as of March 31, 2016, as reported in the Issuer's Annual Report on Form 10-K for the annual period ended February 2, 2016.

 

EXPLANATORY NOTE

This Amendment No. 2 ("Amendment No. 2") amends the Schedule 13D first filed on February 9, 2016, as amended on March 28, 2016 (as amended, the "Schedule 13D"), and is being filed jointly by the following (each, a "Reporting Person" and collectively, the "Reporting Persons"): Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P., ("BPSP"), Berkshire Partners LLC ("BP"), Stockbridge Partners LLC ("SP"), Berkshire Fund VIII, L.P. ("BF VIII"), Berkshire Fund VIII-A, L.P. ("BF VIII-A"), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF"), Stockbridge Master Fund (OS), L.P. ("SOS"), Berkshire Investors IV LLC ("BI IV") and Berkshire Investors III LLC ("BI III"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings provided to them in the Schedule 13D.

Certain of the Reporting Persons filed a statement on Schedule 13G on September 27, 2013, as amended on February 14, 2014 and February 17, 2015, with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 13(d) of the Act and Rule 13d-1(c) thereunder, with respect to their ownership of the shares of Common Stock.

Items 5(a)-(c) and 7 of the Schedule 13D are amended in their entirety as follows:

Item 5.  Interest in Securities of the Issuer.

(a) and (b)

BF VIII holds 1,521,913 shares of the Issuer's Common Stock. Accordingly, BF VIII has voting and dispositive power with respect to such shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of BF VIII, 8BA may be deemed to beneficially own 1,521,913 shares of Common Stock held by BF VIII. However, 8BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 8BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by BF VIII.

BF VIII-A holds 632,367 shares of the Issuer's Common Stock. Accordingly, BF VIII-A has voting and dispositive power with respect to such shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of BF VIII-A, 8BA may be deemed to beneficially own 632,367 shares of Common Stock held by BF VIII-A. However, 8BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 8BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by BF VIII-A.

BP is the registered investment adviser of BF VIII and BF VIII-A. Collectively, BF VIII and BF VIII-A directly hold 2,154,280 shares of Common Stock. Based on the two preceding sentences, BP may be deemed to beneficially own such shares of Common Stock held by BF VIII and BF VIII-A. However, BP disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that BP is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by BF VIII and BF VIII-A.

BI III holds 26,717 shares of the Issuer's Common Stock. Accordingly, BI III has voting power and dispositive power with respect to such shares of Common Stock. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the Issuer's outstanding Common Stock for purposes of Section 13(d)(3) of the Act.

BI IV holds 24,975 shares of the Issuer's Common Stock. Accordingly, BI IV has voting power and dispositive power with respect to such shares of Common Stock. BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the Issuer's outstanding Common Stock for purposes of Section 13(d)(3) of the Act.

BP, as the registered investment adviser of BI III and BI IV, may be deemed to beneficially own the 51,692 shares of Common Stock held by BI III and BI IV, collectively. Accordingly, BP has voting and dispositive power with respect to such shares of Common Stock.

SF holds 2,106,703 shares of Common Stock. Accordingly, SF has voting and dispositive power with respect to such shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SF, SA may be deemed to beneficially own 2,106,703 shares of Common Stock held by SF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SF.

SARF holds 6,412 shares of Common Stock. Accordingly, SARF has voting and dispositive power with respect to such shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SARF, SA may be deemed to beneficially own 6,412 shares of Common Stock held by SARF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SARF.

SOS holds 187,154 shares of Common Stock. Accordingly, SOS has voting and dispositive power with respect to such shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SOS, SA may be deemed to beneficially own 187,154 shares of Common Stock held by SOS. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SOS.

SP holds 507,952 shares of the Issuer's Common Stock on behalf of certain other accounts and, as the registered investment adviser of SF, SARF and SOS, may be deemed to beneficially own the 2,808,221 shares of Common Stock held by SF, SARF and SOS, collectively. Accordingly, SP has voting and dispositive power with respect to such shares of Common Stock.

BPH is the general partner of BPSP, which is the managing member of each of SP and BP. 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 Act.

By virtue of their positions as managing members of BPH, BPSP, BP, SP, 8BA and SA, certain of the Berkshire Principals may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by BF VIII, BF VIII‑A, BI III, BI IV, SF, SARF, SOS and SP. However, none of the Berkshire Principals, acting alone, has voting or investment power with respect to shares beneficially owned by such Reporting Persons, and, as a result, each Berkshire Principal disclaims beneficial ownership of such shares of Common Stock.

Pursuant to the Company's Annual Report on Form 10-K for the annual period ended February 2, 2016, there were 37,073,956 shares of Common Stock issued and outstanding as of March 31, 2016. Accordingly, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 13.5% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows:

i.

BPH beneficially owns 13.5% of the Issuer's Common Stock.

ii.

BPSP beneficially owns 13.5% of the Issuer's Common Stock.

iii.

BP beneficially owns 6.0% of the Issuer's Common Stock.

iv.

SP beneficially owns 7.6% of the Issuer's Common Stock.

v.

BF VIII beneficially owns 4.1% of the Issuer's Common Stock.

vi.

BF VIII-A beneficially owns 1.7% of the Issuer's Common Stock.

vii.

SF beneficially owns 5.7% of the Issuer's Common Stock.

viii.

SARF beneficially owns less than 0.1% of the Issuer's Common Stock.

ix.

SOS beneficially owns 0.5% of the Issuer's Common Stock.

x.

BI III beneficially owns 0.1% of the Issuer's Common Stock.

xi.

BI IV beneficially owns 0.1% of the Issuer's Common Stock.

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of the group. BP, BF VIII, BF VIII-A and 8BA acknowledge that they are part of a "group" for purposes of Section 13(d)(3). However, the filing of this Statement shall not be construed as an admission that BI IV, BI III, SF, SARF, SOS, SP or SA are a part of a group, or have agreed to act as a part of a group.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the shares of Common Stock within the last 60 days except for those previously reported on Schedule 13D, are set forth below:

*The number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple open market transactions over a range of prices.  The price per share reported represents the weighted average price (without regard to brokerage commissions).  The applicable Reporting Person undertakes to provide the staff of the SEC upon request, the number of shares executed by such Reporting Person at each separate price.

Item 7.  Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  April 8, 2016

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Mattress Firm Holding Corp. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.

Dated:  April 8, 2016