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