MATTRESS FIRM HOLDING CORP.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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57722W106
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
Stockbridge Fund, L.P.
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|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [X]
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||
3
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SEC USE ONLY
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|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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1,791,600
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6
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SHARED VOTING POWER
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0
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||
7
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SOLE DISPOSITIVE POWER
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1,791,600
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||
8
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SHARED DISPOSITIVE POWER
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0
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||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,791,600
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||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.3%*
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||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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*
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Percentage calculations are based on the number of shares of Common Stock outstanding as of December 6, 2013, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2013.
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1
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NAMES OF REPORTING PERSONS
Stockbridge Absolute Return Fund, L.P.
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|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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7,735
|
|
6
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SHARED VOTING POWER
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0
|
||
7
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SOLE DISPOSITIVE POWER
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7,735
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||
8
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SHARED DISPOSITIVE POWER
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0
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,735
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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less than 0.1%*
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||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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*
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Percentage calculations are based on the number of shares of Common Stock outstanding as of December 6, 2013, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2013.
|
1
|
NAMES OF REPORTING PERSONS
Stockbridge Partners LLC
|
|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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0
|
|
6
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SHARED VOTING POWER
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447,514
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||
7
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SOLE DISPOSITIVE POWER
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447,514
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||
8
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SHARED DISPOSITIVE POWER
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0
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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447,514
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.3%*
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of December 6, 2013, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2013.
|
1
|
NAMES OF REPORTING PERSONS
Stockbridge Fund M, L.P.
|
|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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292,833
|
|
6
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SHARED VOTING POWER
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0
|
||
7
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SOLE DISPOSITIVE POWER
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292,833
|
||
8
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SHARED DISPOSITIVE POWER
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0
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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292,833
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.9%*
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
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*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of December 6, 2013, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2013.
|
1
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NAMES OF REPORTING PERSONS
Stockbridge Master Fund (OS), L.P.
|
|||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
208,543
|
|
6
|
SHARED VOTING POWER
|
0
|
||
7
|
SOLE DISPOSITIVE POWER
|
208,543
|
||
8
|
SHARED DISPOSITIVE POWER
|
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
208,543
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.6%*
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
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*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of December 6, 2013, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2013.
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title and Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Item 4.
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Ownership.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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STOCKBRIDGE FUND, L.P.
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||
By:
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Stockbridge Associates LLC,
its general partner
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By:
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/s/ Sharlyn C. Heslam
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Name: Sharlyn C. Heslam
Title: Managing Director
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||
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
||
By:
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Stockbridge Associates LLC,
its general partner
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By:
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/s/ Sharlyn C. Heslam
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Name: Sharlyn C. Heslam
Title: Managing Director
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STOCKBRIDGE PARTNERS LLC
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||
By:
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BPSP, L.P.,
its managing member
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By:
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Berkshire Partners Holdings LLC,
its general partner
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By:
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/s/ Sharlyn C. Heslam
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Name: Sharlyn C. Heslam
Title: Managing Director
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STOCKBRIDGE FUND M, L.P.
|
||
By:
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Stockbridge Associates LLC,
its general partner
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|
By:
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/s/ Sharlyn C. Heslam
|
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Name: Sharlyn C. Heslam
Title: Managing Director
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||
STOCKBRIDGE MASTER FUND (OS), L.P.
|
||
By:
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Stockbridge Associates LLC,
its general partner
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By:
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/s/ Sharlyn C. Heslam
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Name: Sharlyn C. Heslam
Title: Managing Director
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Exhibit No.
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Description
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1
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Joint Filing Agreement among Reporting Persons
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STOCKBRIDGE FUND, L.P.
|
||
By:
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Stockbridge Associates LLC,
its general partner
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By:
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/s/ Sharlyn C. Heslam
|
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Name: Sharlyn C. Heslam
Title: Managing Director
|
||
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name: Sharlyn C. Heslam
Title: Managing Director
|
||
STOCKBRIDGE PARTNERS LLC
|
||
By:
|
BPSP, L.P.,
its managing member
|
|
By:
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Berkshire Partners Holdings LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name: Sharlyn C. Heslam
Title: Managing Director
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STOCKBRIDGE FUND M, L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name: Sharlyn C. Heslam
Title: Managing Director
|
||
STOCKBRIDGE MASTER FUND (OS), L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name: Sharlyn C. Heslam
Title: Managing Director
|