Statement of Changes in Beneficial Ownership (4)
September 16 2016 - 3:10PM
Edgar (US Regulatory)
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FORM 4
[
X
]
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
*
CHILDS JOHN W
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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)
C/O J.W. CHILDS ASSOCIATES, L.P., 500 TOTTEN POND ROAD, 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2016
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(Street)
WALTHAM, MA 02451
(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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9/14/2016
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U
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540653
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D
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$64.00
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0
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I
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See footnote
(1)
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Common Stock
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9/14/2016
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U
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18787
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D
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$64.00
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0
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I
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See footnote
(2)
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Common Stock
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9/14/2016
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U
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12713589
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D
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$64.00
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0
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I
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See footnote
(3)
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Common Stock
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9/14/2016
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U
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326251
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D
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$64.00
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0
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I
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See footnote
(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 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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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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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CHILDS JOHN W
C/O J.W. CHILDS ASSOCIATES, L.P.
500 TOTTEN POND ROAD, 6TH FLOOR
WALTHAM, MA 02451
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X
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X
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J.W. Childs Associates, Inc.
C/O J.W. CHILDS ASSOCIATES, L.P.
500 TOTTEN POND ROAD, 6TH FLOOR
WALTHAM, MA 02451
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X
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X
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Director by Deputization
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J.W. Childs Associates, L.P.
500 TOTTEN POND ROAD, 6TH FLOOR
WALTHAM, MA 02451
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X
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X
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Director by Deputization
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J.W. Childs Advisors III, L.P.
C/O J.W. CHILDS ASSOCIATES, L.P.
500 TOTTEN POND ROAD, 6TH FLOOR
WALTHAM, MA 02451
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X
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X
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Director by Deputization
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Winter Street Opportunities Fund, L.P.
C/O J.W. CHILDS ASSOCIATES, L.P.
500 TOTTEN POND ROAD, 6TH FLOOR
WALTHAM, MA 02451
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X
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X
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Director by Deputization
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JWC FUND III CO INVEST LLC
C/O J.W. CHILDS ASSOCIATES, L.P.
500 TOTTEN POND ROAD, 6TH FLOOR
WALTHAM, MA 02451
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X
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X
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Director by Deputization
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JWC Mattress Holdings, LLC
C/O J.W. CHILDS ASSOCIATES, L.P.
500 TOTTEN POND ROAD, 6TH FLOOR
WALTHAM, MA 02451
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X
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X
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Director by Deputization
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Signatures
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/s/ John W. Childs
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9/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc.
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9/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P.
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9/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P.
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9/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P.
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9/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Todd A. Fitzpatrick, on behalf of JWC Fund III Co-Invest, LLC
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9/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Todd A. Fitzpatrick, on behalf of JWC Mattress Holdings, LLC
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9/16/2016
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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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