SEC FORM 4

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

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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^*

Carlsen Dale R

(Last)

(First)

(Middle)

C/O 5815 GULF FREEWAY

(Street)

HOUSTON

77023

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2016

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	09/14/2016		U		411,668⁽¹⁾	D	$64	0	I	As trustee
Common Stock, par value $0.01 per share	09/14/2016		U		2,470⁽²⁾	D	$64	0	D
Common Stock, par value $0.01 per share	09/14/2016		U		3,859⁽³⁾	D	$64	0	D
Common Stock, par value $0.01 per share	09/16/2016		J⁽⁴⁾		382⁽⁴⁾	D	$64	0	I	As trustee

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Option to Purchase Common Stock	$60.74	09/16/2016		J⁽⁵⁾			4,333	09/09/2016	09/09/2025	Common Stock, par value $0.01 per share	4,333	⁽⁵⁾	0	D

Explanation of Responses:

1. Represents (i) 389,764 shares issued to the Dale R. Carlsen Stock Trust U.D.T. August 5, 1997, (ii) 10,952 shares issued to the Joseph P. Carlsen 2000 Trust UAD 12/28/2000 and (iii) 10,952 shares issued to the Meghan E. Carlsen Trust 2000 UAD 12/28/200, for which the reporting person is trustee and which were tendered to Stripes Acquisition Corp., Stripes US Holding, Inc., and Steinhoff International Holdings N.V. (collectively, "Steinhoff") pursuant to a cash tender offer by Steinhoff to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share. On September 14, 2016, Steinhoff accepted all of the tendered shares for payment.

2. Represents shares of common stock of the issuer, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on Sept. 14, 2016 pursuant to Steinhoff's cash tender offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) converted into the reporting person's right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp. on Sept. 16, 2016 pursuant to the Agreement and Plan of Merger, dated August 6, 2016, among the issuer, Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp. (the "Merger Agreement"), or a combination of the foregoing events.

3. Represents shares of restricted stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. The shares were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on Sept. 14, 2016 pursuant to Steinhoff's cash tender offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) converted into the reporting person's right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp. on Sept. 16, 2016 pursuant to the Merger Agreement, or a combination of the foregoing events.

4. Represents 382 shares of common stock issued to the Dale R. Carlsen Family Revocable Trust, for which the reporting person is trustee and which were converted into the right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp. on Sept. 16, 2016 pursuant to the Merger Agreement.

5. Represents employee stock options to purchase shares of the issuer's common stock which were granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was converted into the reporting person's right to receive an amount of cash equal to the product of the excess, if any, of (x) the merger consideration of $64 per share over (y) the exercise price of such option at the effective time of the merger between the issuer and Stripes Acquisition Corp.

	/s/ Dale Carlsen	09/20/2016
	** 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 4 (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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