0000919574-16-013604.txt : 20160610 0000919574-16-013604.hdr.sgml : 20160610 20160610140701 ACCESSION NUMBER: 0000919574-16-013604 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160531 FILED AS OF DATE: 20160610 DATE AS OF CHANGE: 20160610 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: Berkshire Investors III LLC CENTRAL INDEX KEY: 0001505184 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708211 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stockbridge Master Fund (OS), L.P. CENTRAL INDEX KEY: 0001522786 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708212 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stockbridge Fund, L.P. CENTRAL INDEX KEY: 0001501625 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708214 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Fund VIII, L.P. CENTRAL INDEX KEY: 0001514470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708216 BUSINESS ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stockbridge Partners LLC CENTRAL INDEX KEY: 0001505183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708217 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Stockbridge Partners LLC (D/B/A Stockbridge Investors) DATE OF NAME CHANGE: 20120313 FORMER NAME: FORMER CONFORMED NAME: Stockbridge Partners LLC DATE OF NAME CHANGE: 20101108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Partners Holdings LLC CENTRAL INDEX KEY: 0001597786 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708220 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPSP, L.P. CENTRAL INDEX KEY: 0001597787 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708219 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stockbridge Absolute Return Fund, L.P. CENTRAL INDEX KEY: 0001505182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708213 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Partners LLC CENTRAL INDEX KEY: 0001312988 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708218 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Berkshire Partners LLC (d/b/a Stockbridge Investors) DATE OF NAME CHANGE: 20120313 FORMER NAME: FORMER CONFORMED NAME: Berkshire Partners LLC DATE OF NAME CHANGE: 20041229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Fund VIII-A, L.P. CENTRAL INDEX KEY: 0001514454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35354 FILM NUMBER: 161708215 BUSINESS ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 4 1 berkshire_mfrm-06102016.xml BERKSHIRE/MFRM X0306 4 2016-05-31 0 0001419852 MATTRESS FIRM HOLDING CORP. MFRM 0001597786 Berkshire Partners Holdings LLC 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001597787 BPSP, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001312988 Berkshire Partners LLC 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001505183 Stockbridge Partners LLC 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001514470 Berkshire Fund VIII, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001514454 Berkshire Fund VIII-A, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001501625 Stockbridge Fund, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001505182 Stockbridge Absolute Return Fund, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001522786 Stockbridge Master Fund (OS), L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001505184 Berkshire Investors III LLC 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116 1 0 1 0 Common Stock 5196407 I See Footnotes Common Stock 29550 D Common Stock 27544 D Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund VIII, L.P. ("BF VIII") holds 1,687,158 shares of the Issuer's common stock, and Berkshire Fund VIII-A, L.P. ("BF VIII-A") holds 701,028 shares of the Issuer's common stock. Eighth Berkshire Associates LLC ("8BA") is the general partner of BF VIII and BF VIII-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 2,106,703 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,412 shares of the Issuer's common stock, Stockbridge Master Fund (OS), L.P. ("SOS") holds 187,154 shares of the Issuer's common stock and SP holds 507,952 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS. (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and SOS as well certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF VIII and BF VIII-A. 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 Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 8BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. (Form 1 of 2): Each of Christopher J. Hadley and Anil Seetharam will serve on the Board of Directors of the Issuer as a representative of the Reporting Persons. By virtue of each of Christopher J. Hadley's and Anil Seetharam's position as a managing member of BPH, BPSP, BP, SP, 8BA and SA, each of the Reporting Persons may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. /s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Berkshire Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Stockbridge Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII, L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII-A, L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Fund, L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Absolute Return Fund, L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Master Fund (OS), L.P. 2016-06-10 /s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors III LLC 2016-06-10