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

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^*

Galvan Michael S

(Last)

(First)

(Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014

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	06/06/2014		M		7,875	A	$36.84	7,875⁽⁷⁾	D
Common Stock, par value $0.01 per share	06/06/2014		S		5,136⁽⁵⁾	D	$47	2,739	D
Common Stock, par value $0.01 per share	06/06/2014		S		1,939⁽⁵⁾	D	$47.01	800	D
Common Stock, par value $0.01 per share	06/06/2014		S		100⁽⁵⁾	D	$47.045	700	D
Common Stock, par value $0.01 per share	06/06/2014		S		200⁽⁵⁾	D	$47.11	500	D
Common Stock, par value $0.01 per share	06/06/2014		S		500⁽⁵⁾	D	$47.22	0	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)
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	$36.84	06/06/2014		M			7,875⁽⁶⁾	04/24/2014	07/29/2014⁽²⁾	Common Stock	7,875⁽¹⁾	$0⁽⁴⁾	0⁽³⁾	D

Explanation of Responses:

1. Reflects the exercise of vested options held by the reporting person. As a result of the reporting person's separation from employment with the issuer the remaining options granted to the reporting person under this equity award, which had not vested, were forfeited.

2. The original expiration date of the equity grant to the reporting person was April 24, 2023. However, due to the separation from employment with the issuer by the reporting person, the expiration date was accelerated to July 29, 2014 in accordance with the terms of the equity award agreement.

3. As a result of the reporting person's separation from employment with the issuer the remaining options granted to the reporting person under this equity award, which had not vested, were forfeited.

4. Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.

5. The shares were issued upon the exercise of options by the reporting person (described in Table II) and then immediately sold.

6. The shares that were issued upon the exercise of options by the reporting person were immediately sold, as is presented in Table I.

7. The shares of restricted stock that were previously granted to the reporting person on September 4, 2013 were forfeited in accordance with the terms of the equity award agreement relating to the grant upon the reporting person's separation from employment with the issuer.

	/s/ Michael S. Galvan	06/09/2014
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.