0001012975-16-000977.txt : 20160205 0001012975-16-000977.hdr.sgml : 20160205 20160205150716 ACCESSION NUMBER: 0001012975-16-000977 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160203 FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MATTRESS FIRM HOLDING CORP. CENTRAL INDEX KEY: 0001419852 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O MATTRESS HOLDING CORP STREET 2: 5815 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77023 BUSINESS PHONE: (713) 923-1090 MAIL ADDRESS: STREET 1: C/O MATTRESS HOLDING CORP STREET 2: 5815 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77023 FORMER COMPANY: FORMER CONFORMED NAME: MATTRESS INTERCO INC DATE OF NAME CHANGE: 20071130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JWC Mattress Holdings, LLC CENTRAL INDEX KEY: 0001534973 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161391879 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 4300 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-753-1100 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 4300 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER NAME: FORMER CONFORMED NAME: J.W. Childs Mattress Holdings, LLC DATE OF NAME CHANGE: 20111115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JWC FUND III CO INVEST LLC CENTRAL INDEX KEY: 0001288059 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161391880 BUSINESS ADDRESS: STREET 1: C/O J W CHILDS ASSOCIATES LP STREET 2: 111 HUNTINGTON AVENUE STE 2900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6177531100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Winter Street Opportunities Fund, L.P. CENTRAL INDEX KEY: 0001605022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161391881 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 4300 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-753-1100 MAIL ADDRESS: STREET 1: 1000 WINTER STREET, SUITE 4300 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J.W. Childs Associates, L.P. CENTRAL INDEX KEY: 0001534920 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161391883 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVE., SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-753-1100 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVE., SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 FORMER NAME: FORMER CONFORMED NAME: J.W. Childs Associates Limited Partnership DATE OF NAME CHANGE: 20111115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J.W. Childs Associates, Inc. CENTRAL INDEX KEY: 0001534918 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161391884 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVE., SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-753-1100 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVE., SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J.W. Childs Advisors III, L.P. CENTRAL INDEX KEY: 0001534982 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161391882 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVE., SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-753-1100 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVE., SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 FORMER NAME: FORMER CONFORMED NAME: J.W. Childs Advisors III, Limited Partnership DATE OF NAME CHANGE: 20111116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHILDS JOHN W CENTRAL INDEX KEY: 0001027035 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161391885 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: SUITE 2900 CITY: BOSTON STATE: MA ZIP: 02199 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-02-03 0001419852 MATTRESS FIRM HOLDING CORP. MFRM 0001027035 CHILDS JOHN W C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM MA 02451 1 0 1 0 0001534918 J.W. Childs Associates, Inc. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM MA 02451 1 0 1 1 Director by Deputization 0001534920 J.W. Childs Associates, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM MA 02451 0 0 1 0 0001534982 J.W. Childs Advisors III, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM MA 02451 0 0 1 0 0001605022 Winter Street Opportunities Fund, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM MA 02451 0 0 1 0 0001288059 JWC FUND III CO INVEST LLC C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM MA 02451 0 0 1 0 0001534973 JWC Mattress Holdings, LLC C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM MA 02451 0 0 1 0 Common Stock 2016-02-03 4 P 0 540653 35.75 A 540653 I See footnote Common Stock 2016-02-03 4 P 0 18787 35.75 A 18787 I See footnote Common Stock 12713589 I See Footnote Common Stock 326251 I See Footnote On February 3, 2016, the Issuer entered into a share purchase agreement with WSOF (as defined below) and Co-Invest III (as defined below), pursuant to which WSOF and Co-Invest III agreed to purchase from the Issuer 540,653 shares and 18,787 shares, respectively, at a purchase price of $19,328,344.80 and $671,635.25, respectively. WSOF and Co-Invest III consummated the purchases on February 5, 2016. Represents shares directly held by Winter Street Opportunities Fund, L.P. ("WSOF"). J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("JWC Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. ("JWC Associates Inc.") is the general partner of JWC Associates LP. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than WSOF) disclaims pecuniary interest in the reported securities except to the extent of its economic interest. Represents shares directly held by JWC Fund III Co-Invest, LLC ("Co-Invest III"). WSOF holds approximately 26% of the membership interests in Co-Invest III. GPLP is the general partner of WSOF. JWC Associates LP is the general partner of GPLP. JWC Associates Inc. is the general partner of JWC Associates LP and the manager of Co-Invest III. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than Co-Invest III) disclaims pecuniary interest in the reported securities except to the extent of his economic interest. Represents shares directly held by JWC Mattress Holdings, LLC ("Mattress Holdings"). WSOF and Co-Invest III hold approximately 97.3% and approximately 2.7%, respectively, of the membership interests in Mattress Holdings. GPLP is the general partner of WSOF. JWC Associates LP is the general partner of GPLP. JWC Associates Inc. is the general partner of JWC Associates LP and the manager of each of Mattress Holdings and Co-Invest III. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than Mattress Holdings) disclaims pecuniary interest in the reported securities except to the extent of its economic interest. Represents shares directly held by the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs is the sole trustee of the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs disclaims pecuniary interest in the reported securities except to the extent of his economic interest. /s/ John W. Childs 2016-02-05 /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc. 2016-02-05 /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P. 2016-02-05 /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P. 2016-02-05 /s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P. 2016-02-05 /s/ Todd A. Fitzpatrick, on behalf of JWC Fund III Co-Invest, LLC 2016-02-05 /s/ David Fiorentino, on behalf of JWC Mattress Holdings, LLC 2016-02-05