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* MATTRESS HOLDINGS, LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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) 11/23/2011
	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	11/23/2011		C		2,354,978	A	$19	2,354,978(1)	I	Through JWC Mattress Holdings LLC(1)
Common Stock	11/23/2011		C		1,939,942	A	$19	4,294,920(1)	I	Through JWC Mattress Holdings LLC(1)
Common Stock								22,399,952	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
12% PIK Notes Due 2012, 2013 and 2015	$19	11/23/2011		C			$44,744,582.25	(2)	(2)	Common Stock	2,354,978	$0	0	I	Through JWC Mattress Holdings, LLC(1)
12% PIK Note Due 2016	$19	11/23/2011		C			$36,858,901.64	(3)	(3)	Common Stock	1,939,942	$0	0	I	Through JWC Mattress Holdings, LLC(1)

1. Name and Address of Reporting Person* MATTRESS HOLDINGS, LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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 Mattress Holdings, LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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) 111 HUNTINGTON AVENUE, SUITE 2900 (Street) BOSTON MA 02199 (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. Mattress Holdings, LLC holds a total of 22,399,952 shares of common stock of the issuer. Through J.W. Childs Mattress Holdings, LLC ("JWCMH"), (i) J.W. Childs Equity Partners III, L.P. ("JWCEP"), whose general partner is J.W. Childs Advisors III, L.P., indirectly holds 9,633 Class A Units and 12,753,081 Class C Units of Mattress Holdings, LLC; and (ii) JWC Fund III Co-Invest, LLC ("JWCF"), whose managing member is J.W. Childs Associates, L.P, indirectly holds 799 Class A and 657,886 Class C Units of Mattress Holdings, LLC. J.W. Childs Associates, Inc. controls each of JWCEP and JWCF and also manages JWCMH. Each of the foregoing reporting persons disclaims beneficial ownership of such common stock of the issuer except to the extent of its pecuniary interest therein.

2. The 12% PIK Notes Due 2012, 2013 and 2015 were convertible in connection with the consummation of the initial public offering of the issuer and had maturity dates of October 24, 2012, July 25, 2013 and March 19, 2015, respectively.

3. The 12% PIK Notes Due 2016 were convertible in connection with the consummation of the initial public offering of the issuer and had a maturity date of July 18, 2016.

	/s/ James R. Black, by power of attorney	11/23/2011
	** Signature of Reporting Person	Date
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