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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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. 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (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) 12/19/2013
	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	12/19/2013		J		421,452(1)	D	$0	17,684,018(2)	D

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. 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* J.W. Childs Associates, Inc. (Last) (First) (Middle) C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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. 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* J.W. Childs Associates, L.P. (Last) (First) (Middle) 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JW CHILDS EQUITY PARTNERS III LP (Last) (First) (Middle) C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JWC FUND III CO INVEST LLC (Last) (First) (Middle) C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 19, 2013, JWC Mattress Holdings, LLC transferred 421,452 shares of common stock of Mattress Firm Holding Corp. to John W. Childs. Prior to December 19, 2013, Mr. Childs was deemed to indirectly beneficially own such shares due to his interest in J.W. Childs Associates, Inc., the manager of JWC Mattress Holdings, LLC, and his position as chairman and chief executive officer of J.W. Childs Associates L.P., the managing member of JWC Fund III Co-Invest, LLC, a member of JWC Mattress Holdings, LLC.

2. Prior to the reported transaction, JWC Mattress Holdings, LLC, a limited liability company managed by J.W. Childs Associates, Inc. held a total of 17,684,018 shares of common stock of the issuer. Of such shares, ____ shares are indirectly owned by J.W. Childs Equity Partmers, a Delaware limited partnership, whose general partner is J.W. Childs Advisors III, L.P., and ____ 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.

	/s/ Jim R. Black, as power of attorney	01/06/2014
	/s/ Jim R. Black, as power of attorney	01/06/2014
	/s/ Jim R. Black, as power of attorney	01/06/2014
	/s/ Jim R. Black, as power of attorney	01/06/2014
	/s/ Jim R. Black, as power of attorney	01/06/2014
	/s/ Jim R. Black, as power of attorney	01/06/2014
	** Signature of Reporting Person	Date
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