[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
CUSIP NO. 57722W106
|
Page 2 of 11 Pages
|
1.
|
Names of Reporting Persons
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
1,693,506
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
1,693,506
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
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)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 57722W106
|
Page 3 of 11 Pages
|
1.
|
Names of Reporting Persons
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,693,506
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
1,693,506
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
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)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 57722W106
|
Page 4 of 11 Pages
|
1.
|
Names of Reporting Persons
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,693,506
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
1,693,506
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
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)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 57722W106
|
Page 5 of 11 Pages
|
1.
|
Names of Reporting Persons
|
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
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
1,693,506
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
1,693,506
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
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)
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP NO. 57722W106
|
Page 6 of 11 Pages
|
Item 1(a).
|
Name of Issuer:
|
Mattress Firm Holding Corp. (the “Issuer”).
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
5815 Gulf Freeway
Houston, Texas 77023
|
|
Item 2(a).
|
Name of Person Filing
|
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
i)
|
40 North Industries LLC;
|
ii)
|
40 North Investments LP;
|
iii)
|
David S. Winter; and
|
iv)
|
David J. Millstone.
|
This statement relates to Shares (as defined herein) held for the account of 40 North Investments LP, a Delaware limited partnership (“40 North Investments”). 40 North Industries LLC (“40 North Industries”) serves as principal investment manager to 40 North Investments. As such, 40 North Industries has been granted investment discretion over portfolio investments, including the Shares, held for the account of 40 North Investments. David S. Winter and David J. Millstone each serve as members of 40 North Industries.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 30th Floor, New York, New York 10019.
|
Item 2(c).
|
Citizenship:
|
i)
|
40 North Industries is a Delaware limited liability company;
|
ii)
|
40 North Investments is a Delaware limited partnership;
|
iii)
|
David S. Winter is a United States citizen; and
|
iv)
|
David J. Millstone is a United States citizen.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.01 per share (the “Shares”).
|
|
Item 2(e).
|
CUSIP Number:
|
57722W106
|
CUSIP NO. 57722W106
|
Page 7 of 11 Pages
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
This Item 3 is not applicable.
|
|
Item 4.
|
Ownership:
|
Item 4(a).
|
Amount Beneficially Owned:
|
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,693,506 Shares.
|
|
Item 4(b).
|
Percent of Class:
|
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 5.01% of the total number of Shares outstanding (based upon information provided by the Issuer on Form 10-K filed April 1, 2013, there were 33,798,756 Shares outstanding as of March 28, 2013).
|
|
Item 4(c).
|
Number of shares as to which such person has:
|
40 North Industries
|
|||
(i)
|
Sole power to vote or direct the vote
|
1,693,506
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,693,506
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
40 North Investments
|
|||
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,693,506
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,693,506
|
David S. Winter
|
|||
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,693,506
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,693,506
|
David J. Millstone
|
|||
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,693,506
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,693,506
|
CUSIP NO. 57722W106
|
Page 8 of 11 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
This Item 5 is not applicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
The partners of 40 North Investments are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of 40 North Investments, in accordance with their ownership interests in 40 North Investments.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
This Item 7 is not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
|
|
Item 10.
|
Certification:
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
CUSIP NO. 57722W106
|
Page 9 of 11 Pages
|
Date: May 7, 2013
|
40 NORTH INDUSTRIES LLC
|
By: /s/ Davis S. Winter
|
|
David S. Winter
|
|
Member
|
|
By: /s/ David J. Millstone
|
|
David J. Millstone
|
|
Member
|
Date: May 7, 2013
|
40 NORTH INVESTMENTS LP
|
By Winmill GP LLC, its General Partner
|
|
By: /s/ Davis S. Winter
|
|
David S. Winter
|
|
Member
|
|
By: /s/ David J. Millstone
|
|
David J. Millstone
|
|
Member
|
Date: May 7, 2013
|
DAVID S. WINTER
|
By: /s/ Davis S. Winter
|
|
Date: May 7, 2013
|
DAVID J. MILLSTONE
|
By: /s/ David J. Millstone
|
|
CUSIP NO. 57722W106
|
Page 10 of 11 Pages
|
Page No.
|
||
A.
|
Joint Filing Agreement, dated as of May 7, 2013, by and among 40 North Industries LLC, 40 North Investments LP, David S. Winter, and David J. Millstone
|
10
|
CUSIP NO. 57722W106
|
Page 11 of 11 Pages
|
Date: May 7, 2013
|
40 NORTH INDUSTRIES LLC
|
By: /s/ Davis S. Winter
|
|
David S. Winter
|
|
Member
|
|
By: /s/ David J. Millstone
|
|
David J. Millstone
|
|
Member
|
Date: May 7, 2013
|
40 NORTH INVESTMENTS LP
|
By Winmill GP LLC, its General Partner
|
|
By: /s/ Davis S. Winter
|
|
David S. Winter
|
|
Member
|
|
By: /s/ David J. Millstone
|
|
David J. Millstone
|
|
Member
|
Date: May 7, 2013
|
DAVID S. WINTER
|
By: /s/ Davis S. Winter
|
|
Date: May 7, 2013
|
DAVID J. MILLSTONE
|
By: /s/ David J. Millstone
|
|