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^*

Elam Kindel

(Last)

(First)

(Middle)

5815 GULF FREEWAY

(Street)

HOUSTON

77023

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/25/2014

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)
	EVP & General Counsel

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	24,005⁽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	08/13/2013⁽²⁾	08/13/2022	Common Stock	27,784	$29.26	D
Employee Option to Purchase Common Stock	09/04/2014⁽³⁾	09/04/2023	Common Stock	4,890	$41.25	D
Employee Option to Purchase Common Stock	09/02/2015⁽⁴⁾	09/02/2024	Common Stock	3,472	$57.05	D

Explanation of Responses:

1. Includes 23,253 unvested shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to the reporting person's continued employment with the issuer, 16,707 shares of the unvested restricted stock will vest in up to four equal annual installments beginning on September 4, 2014, provided 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 two equal annual installments on September 2, 2016 and September 2, 2018. Assuming all specified stock price increase targets are satisfied, these grants will be fully vested on September 2, 2018.

2. One-half of the shares of common stock underlying this option will become exercisable in four equal annual installments on each anniversary of the date of grant beginning on August 13, 2013, subject to the reporting person's continued employment with the issuer, provided that the applicable specified annual stock price increase targets are satisifed. The remaining one-half of the options will become exercisable in five equal annual installments on each anniversary of the date of grant beginning on August 13, 2013, subject to the reporting person's continued employment with the issuer. Assuming all stock price targets are satisfied, this option will become fully exercisable on August 13, 2017.

3. The options will 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. The options will 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.

	/s/ Kindel L. Elam	12/02/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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