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^*

Blank Adam

(Last)

(First)

(Middle)

5815 GULF FREEWAY

(Street)

HOUSTON

77023

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2016

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)
	President - Sleepys

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	6,734⁽¹⁾	D
Common stock, par value $0.01 per share	167,832⁽²⁾	I	As trustee of the Adam Blank 2012 GRAT
Common stock, par value $0.01 per share	55,944⁽³⁾	I	By immediate family members who are beneficiaries of Adam Blank 2012 Dynasty Trust

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	02/05/2017	02/05/2026	Common Stock, par value $0.01 per share	3,367⁽⁴⁾	$34.65	D

Explanation of Responses:

1. Represents unvested shares of restricted common stock granted to Mr. Blank pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan (the "Omnibus Plan"). Subject to Mr. Blank's continued employment with Mattress Firm Holding Corp., half of the shares will vest in four equal, annual installments beginning on February 5, 2017. The other half will vest in four equal, annual installments, beginning on February 5, 2017, if Mattress Firm Holding Corp. has met or exceeded certain applicable annual specified stock price increase targets. Assuming Mr. Blank's continued employment and all specified stock price increase targets are satisfied, these grants will be fully vested on February 5, 2020.

2. Represents shares issued to the Adam Blank 2012 GRAT, for which Mr. Blank is trustee and members of his immediate family are beneficiaries, in connection with the purchase by Mattress Firm Holding Corp.'s subsidiary, Mattress Firm, Inc. (the "Buyer"), of all of the outstanding equity interests in HMK Mattress Holdings, LLC, the holding company of Sleepy's and related entities (collectively, "Sleepy's"). Mr. Blank, the Adam Blank 2012 GRAT and the Adam Blank 2012 Dynasty Trust contributed their equity value in Sleepy's to the Buyer in exchange for shares of Mattress Firm Holding Corp. common stock pursuant to that certain Contribution Agreement, dated November 25, 2015 (the "Contribution Agreement"), by and among Mattress Firm Holding Corp., the Buyer, Mr. Blank, in his individual capacity and as trustee for the Adam Blank 2012 GRAT, and Andrew Singer and Dianne Weissman, as trustees of the Adam Blank 2012 Dynasty Trust.

3. Represents shares issued to the Adam Blank 2012 Dynasty Trust, for which members of Mr. Blank's immediate family are beneficiaries, in connection with the above-referenced purchase by Mattress Firm Holding Corp. of all of the outstanding equity interests in Sleepy's. As described above, Mr. Blank, the Adam Blank 2012 Dynasty Trust and the Adam Blank 2012 GRAT contributed their equity value in Sleepy's to Mattress Firm Holding Corp. in exchange for shares of Mattress Firm Holding Corp. common stock pursuant to the Contribution Agreement dated November 25, 2015.

4. These options were granted to Mr. Blank pursuant to the above-referenced Omnibus Plan and will be exercisable, in four equal, annual installments, on each anniversary date of the grant, beginning on Feb. 5, 2017, if Mr. Blank remains employed by Mattress Firm Holding Corp. on each such anniversary date.

	/s/ Adam Blank	02/16/2016
	** 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 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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