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* Woods Samuel (Last) (First) (Middle) 5815 GULF FREEWAY (Street) HOUSTON TX 77023 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/31/2014	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) Senior Vice President	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	21,663(2)(3)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Option to Purchase Stock	11/17/2012(1)	11/17/2021	Common Stock	20,070	$19	D

Explanation of Responses:

1. The referenced stock options were granted on November 17, 2011. One-half of the options will become exercisable in five equal annual installments beginning on November 17, 2012. The remaining stock options will become exercisable in four equal annual installments beginning on November 17, 2012, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Assuming all of the targets are met, the options will become fully exercisable on November 17, 2016.

2. Includes 1,240 shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan on September 4, 2013. Subject to the reporting person's continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 4, 2014, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Assuming all of the targets are met, the shares will be fully vested on September 4, 2017.

3. Includes 930 shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan on September 4, 2013. Subject to the reporting person's continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 4, 2014. The shares will be fully vested on September 4, 2017.

	/s/ Sam Woods	04/11/2014
	** 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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