Statement of Changes in Beneficial Ownership (4)
June 10 2016 - 1:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Berkshire Partners Holdings LLC
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2. Issuer Name
and
Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP.
[
MFRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
200 CLARENDON STREET, 35TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2016
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5196407
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I
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See Footnotes
(1)
(2)
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Common Stock
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29550
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D
(3)
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Common Stock
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27544
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D
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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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.
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(
2)
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(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.
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(
3)
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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.
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(
4)
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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.
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Remarks:
(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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Berkshire Partners Holdings LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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BPSP, L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Berkshire Partners LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Stockbridge Partners LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Berkshire Fund VIII, L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Berkshire Fund VIII-A, L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Stockbridge Fund, L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Stockbridge Absolute Return Fund, L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Stockbridge Master Fund (OS), L.P.
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Berkshire Investors III LLC
200 CLARENDON STREET
35TH FLOOR
BOSTON, MA 02116
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X
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X
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Signatures
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/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC
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6/10/2016
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**
Signature of Reporting Person
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Date
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/s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P.
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6/10/2016
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Signature of Reporting Person
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Date
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/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.
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6/10/2016
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**
Signature of Reporting Person
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Date
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/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.
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6/10/2016
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Signature of Reporting Person
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Date
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/s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII, L.P.
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6/10/2016
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Signature of Reporting Person
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Date
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/s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII-A, L.P.
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6/10/2016
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Signature of Reporting Person
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Date
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/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Fund, L.P.
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6/10/2016
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**
Signature of Reporting Person
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Date
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/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Absolute Return Fund, L.P.
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6/10/2016
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**
Signature of Reporting Person
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Date
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/s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Master Fund (OS), L.P.
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6/10/2016
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**
Signature of Reporting Person
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Date
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/s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors III LLC
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6/10/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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