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 *

Watts William E 		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O J.W. CHILDS ASSOCIATES, L.P., 111 HUNTINGTON, SUITE 2900 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/14/2016
(Street)

BOSTON, MA 02199
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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, par value $0.01 per share   9/14/2016     U    1500   (1) D $64   0   D    
Common Stock, par value $0.01 per share   9/14/2016     U    1000   (2) D $64   0   I   As trustee of The Watts Charitable Fund-Ayco Charitable Foundation  

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)  Represents shares of common stock of the issuer, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender offer of Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp. to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) converted into the reporting person's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Agreement and Plan of Merger among the issuer, Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp., or a combination of the foregoing.
( 2)  Represents shares of common stock of the issuer held by The Watts Charitable Fund - Ayco Charitable Foundation, for which the reporting person is trustee, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender offer of Steinhoff to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) converted into the trust's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Watts William E
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON, SUITE 2900
BOSTON, MA 02199 		X



Signatures
William E. Watts 9/20/2016
** 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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