FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

40 North Latitude Fund LP 		2. Issuer Name and Ticker or Trading Symbol

MATTRESS FIRM HOLDING CORP. [ MFRM ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

9 WEST 57TH STREET, 30TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/28/2016
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value   7/28/2016     P    26300   A $29.1931   (1) 1992802   I   By 40 North Latitude Master Fund Ltd.   (2) (3) (4)
Common Stock, $0.01 par value   7/29/2016     P    11200   A $28.8354   (5) 2004002   I   By 40 North Latitude Master Fund Ltd.   (2) (3) (4)
Common Stock, $0.01 par value                  2499256   I   By 40 North Latitude SPV-B LLC   (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.02 to $29.25. The Reporting Persons (as defined in footnote 2 below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1 and 5 to this Form 4.
( 2)  In addition to 40 North Latitude Fund LP, a Delaware limited partnership ("40 North Latitude Feeder"), this Form 4 is being filed jointly by 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability ("40 North Latitude Master"), 40 North Latitude SPV-B LLC, a Delaware limited liability company ("40 North Latitude SPV"), 40 North GP III LLC, a Delaware limited liability company ("40 North GP III"), David S. Winter, an American citizen, and David J. Millstone, an American citizen (all of the foregoing, collectively, the "Reporting Persons"), each of whom has the same business address as 40 North Latitude Feeder.
( 3)  The securities reported on this Form 4 (the "Subject Securities") are held directly by (a) 40 North Latitude Master, for which 40 North Latitude Feeder serves as a feeder fund (2,004,002 shares), and (b) 40 North Latitude SPV, a subsidiary of 40 North Latitude Master (2,499,256 shares). 40 North GP III is the general partner of 40 North Latitude Feeder, and Messrs. Winter and Millstone are the principals of 40 North GP III and 40 North Latitude SPV.
( 4)  40 North Latitude SPV, 40 North Latitude Master and 40 North Latitude Feeder, as pooled investment vehicles with direct and indirect holdings, respectively, in the Subject Securities; 40 North GP III, as the general partner of 40 North Latitude Feeder; and Messrs. Winter and Millstone, as the principals of 40 North GP III; in each case, may be deemed to beneficially own the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons disclaims beneficial ownership of the Subject Securities except to the extent of any pecuniary interest therein.
( 5)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.6175 to $29.1900.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
40 North Latitude Fund LP
9 WEST 57TH STREET
30TH FLOOR
NEW YORK, NY 10019
X

40 NORTH LATITUDE MASTER FUND LTD.
9 WEST 57TH STREET
30TH FLOOR
NEW YORK, NY 10019
X

40 NORTH LATITUDE SPV-B LLC
9 WEST 57TH STREET
30TH FLOOR
NEW YORK, NY 10019
X

40 NORTH GP III LLC
9 WEST 57TH STREET
30TH FLOOR
NEW YORK, NY 10019
X

WINTER DAVID S.
9 WEST 57TH STREET
30TH FLOOR
NEW YORK, NY 10019
X

MILLSTONE DAVID J.
9 WEST 57TH STREET, 30TH FLOOR
30TH FLOOR
NEW YORK, NY 10019
X


Signatures
40 North Latitude Fund LP, By: 40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal 8/1/2016
** Signature of Reporting Person Date

40 North Latitude Master Fund Ltd., By: /s/ David S. Winter, Director, and /s/ David J. Millstone, Director 8/1/2016
** Signature of Reporting Person Date

40 North Latitude SPV-B LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal 8/1/2016
** Signature of Reporting Person Date

40 North GP III LLC, By: /s/ David S. Winter, Principal, and /s/ David J. Millstone, Principal 8/1/2016
** Signature of Reporting Person Date

/s/ David S. Winter 8/1/2016
** Signature of Reporting Person Date

/s/ David J. Millstone 8/1/2016
** 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 4(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.
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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