SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Forbes Matthew

(Last)

(First)

(Middle)

C/O MATTRESS FIRM HOLDING CORP.

5815 GULF FREEWAY

(Street)

HOUSTON

77023

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2015

3. Issuer Name and Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP. [ MFRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Logistics & Distribution

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	11,792⁽¹⁾	D
Common Stock, par value $0.01 per share	49,942⁽²⁾	I	By wife

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Option to Purchase Common Stock	11/17/2012⁽³⁾	11/17/2021	Common Stock	11,038	$19	D
Employee Option to Purchase Common Stock	11/17/2012⁽⁴⁾	11/17/2021	Common Stock	30,372	$19	I	By wife
Employee Option to Purchase Common Stock	09/04/2014⁽⁵⁾	09/04/2023	Common Stock	6,628	$41.25	I	By wife
Employee Option to Purchase Common Stock	09/02/2015⁽⁶⁾	09/02/2024	Common Stock	3,533	$57.05	I	By wife

Explanation of Responses:

1. Includes 2,183 unvested shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan (the "Omnibus Plan"). Subject to the reporting person's continued employment with the issuer, 1,053 shares of the unvested restricted stock will vest in three equal annual installments beginning on September 4, 2015, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Subject to the reporting person's continued employment with the issuer, the remaining shares of the unvested restricted stock will vest in annual installments of 282, 283, 282 and 283 shares on September 2, 2015, September 2, 2016, September 2, 2017 and September 2, 2016, respectively, provided that the issuer has met or exceeded applicable stock price increase targets. Assuming all specified stock price increase targets are satisfied, these grants will be fully vested on September 2, 2018.

2. Includes shares of restricted stock granted to the reporting person's wife pursuant to the Omnibus Incentive Plan. Subject to the reporting person's wife's continued employment with the issuer, the shares will vest in four equal installments beginning on September 4, 2014, if the issuer has met or exceeded applicable stock price performance targets on such dates. Assuming all applicable stock price increase targets are satisfied, this grant will be fully vested on September 4, 2017.

3. These are the remaining options underlying an award of 20,070 options granted pursuant to the Omnibus Plan. 4,516 of the remaining options have vested. 4,014 options will be exercisable, in equal annual installments on November 17, 2015 and November 17, 2016 if the reporting person remains employed by the issuer on that date. 2,508 options will be exercisable on November 17, 2015 if, on that date, the reporting person remains employed by the issuer and the issuer has met or exceeded the applicable specified annual stock price increase target.

4. These are the remaining options underlying an award of 50,596 options made to the reporting person's wife. One-half of the stock options underlying this award will vest in five equal annual installments beginning on November 17, 2012 if the reporting person's wife remains employed by the issuer on that date. The remaining stock options will vest in four equal annual installments beginning on November 17, 2012, provided that, on the scheduled vesting date, the reporting person's wife remains employed by the issuer and the issuer has met or exceeded applicable annual specified stock price increase targets.

5. These are the remaining options underlying an award of 6,896 options made to the reporting person's wife. The stock options underlying this award will become exercisable in four equal annual installments on each anniversary of the grant date, beginning September 4, 2014. Subject to the reporting person's wife's continued employment with the issuer, this option will become fully exercisable on September 4, 2017.

6. This option to purchase common stock will become exercisable in four equal installments on each anniversary of the grant date, beginning on September 2, 2015. Subject to the reporting person's wife's continued employment with the issuer, the options underlying this award will become fully exercisable on September 2, 2018.

	/s/ Kindel L. Elam, as Attorney-in-Fact for Matthew Forbes	03/13/2015
	** 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 5 (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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