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* 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)	2. Issuer Name and Ticker or Trading Symbol MATTRESS FIRM HOLDING CORP. [ MFRM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization
	3. Date of Earliest Transaction (Month/Day/Year) 04/15/2014
	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	04/15/2014		J(1)		113,610(1)	A	(1)	113,610	I	See footnote.(2)
Common Stock								15,985,816	I	See footnote.(3)

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* 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 X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* J.W. Childs Associates, 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 X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

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 X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Winter Street Opportunities Fund, 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)

Explanation of Responses:

1. Represents an acquisition by the Reporting Persons of membership interests in JWC Fund III Co-Invest LLC ("Co-Invest III"), which represent interests in the reported securities (see footnote 2) (the "Interests"). Winter Street Opportunities Fund, L.P. ("WSOF") issued approximately 0.7% of its limited partnership interests in exchange for the Interests.

2. As a result of the acquisition described in footnote 1, WSOF holds approximately 26% of the membership interests of Co-Invest III. Co-Invest III holds approximately 2.7% of the membership interests in JWC Mattress Holdings, LLC ("JWC Holdings"), which directly holds the reported securities. J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. ("Associates Inc.") is the general partner of Associates LP. Each of Associates Inc., Associates LP and GPLP disclaims pecuniary interest in the reported securities except to the extent of its economic interest.

3. Represents shares directly held by JWC Holdings. WSOF holds approximately 97.3% of the membership interests in JWC Holdings. GPLP is the general partner of WSOF. Associates LP is the general partner of GPLP. Associates Inc. is the general partner of Associates LP. Each of Associates Inc., Associates LP and GPLP disclaims pecuniary interest in the reported securities except to the extent of its economic interest.

Remarks:

	/s/ Adam Suttin, Winter Street Opportunities Fund, L.P.	04/17/2014
	/s/ Adam Suttin, J.W. Childs Advisors III, L.P.	04/17/2014
	/s/ Adam Suttin, J.W. Childs Associates, L.P.	04/17/2014
	/s/ Adam Suttin, J.W. Childs Associates, Inc.	04/17/2014
	** Signature of Reporting Person	Date
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