SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JWC Mattress Holdings, LLC

(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900

(Street)
BOSTON MA 02199

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
10/10/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 10/10/2012 S (1) 2,127,440 D $28.5067 18,105,470 (2) D (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
JWC Mattress Holdings, LLC

(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
J.W. Childs Advisors III, L.P.

(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
J.W. Childs Associates, Inc.

(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
J.W. Childs Associates, L.P.

(Last) (First) (Middle)
111 HUNTINGTON AVENUE, SUITE 2900

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JW CHILDS EQUITY PARTNERS III LP

(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JWC FUND III CO INVEST LLC

(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900

(Street)
BOSTON MA 02199

(City) (State) (Zip)
Explanation of Responses:
1. Reflects shares sold by the reporting person pursuant to a registered public offering.
2. JWC Mattress Holdings, LLC, a limited liability company managed by J.W. Childs Associates, Inc., holds a total of 18,105,470 shares of the issuer. Of such shares, 17,227,284 shares are indirectly owned by J.W. Childs Equity Partners III, L.P., a Delaware limited partnership, whose general partner is J.W. Childs Advisors III, L.P., and 878,186 shares are indirectly owned by JWC Fund III Co-Invest, LLC, a Delaware limited liability company, whose managing member is J.W. Childs Associates, L.P. J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC hold their interest in the issuer's common stock through JWC Mattress Holdings, LLC. Voting and investment control of each of J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC is held by J.W. Childs Associates, Inc. Each of the J.W. Childs entities referenced above disclaims beneficial ownership of any securities other than the securities directly held by such entity.
James R. Black, by power of attorney 10/12/2012
James R. Black, by power of attorney 10/12/2012
James R. Black, by power of attorney 10/12/2012
James R. Black, by power of attorney 10/12/2012
James R. Black, by power of attorney 10/12/2012
James R. Black, by power of attorney 10/12/2012
** 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).
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