X0306 4 2016-02-05 0 0001419852 MATTRESS FIRM HOLDING CORP. MFRM 0001597786 Berkshire Partners Holdings LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001597787 BPSP, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001312988 Berkshire Partners LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505183 Stockbridge Partners LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001514470 Berkshire Fund VIII, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001514454 Berkshire Fund VIII-A, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001501625 Stockbridge Fund, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505182 Stockbridge Absolute Return Fund, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001522786 Stockbridge Master Fund (OS), L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 0001505184 Berkshire Investors III LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2016-02-05 4 P 0 40290 33.0607 A 3716238 I See Footnotes Common Stock 2016-02-05 4 P 0 492 33.0607 A 14586 D Common Stock 2016-02-05 4 P 0 453 33.0607 A 13944 D Common Stock 2016-02-05 4 P 0 13606 33.929 A 3729844 I See Footnotes Common Stock 2016-02-05 4 P 0 166 33.929 A 14752 D Common Stock 2016-02-05 4 P 0 152 33.929 A 14096 D Common Stock 2016-02-05 4 P 0 4225 34.4738 A 3734069 I See Footnotes Common Stock 2016-02-05 4 P 0 52 34.4738 A 14804 D Common Stock 2016-02-05 4 P 0 47 34.4738 A 14143 D Common Stock 2016-02-08 4 P 0 27507 33.6233 A 3761576 I See Footnotes Common Stock 2016-02-08 4 P 0 336 33.6233 A 15140 D Common Stock 2016-02-08 4 P 0 308 33.6233 A 14451 D Common Stock 2016-02-08 4 P 0 55550 34.3761 A 3817126 I See Footnotes Common Stock 2016-02-08 4 P 0 678 34.3761 A 15818 D Common Stock 2016-02-08 4 P 0 621 34.3761 A 15072 D Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund VIII, L.P. ("BF VIII") holds 886,219 shares of the Issuer's common stock, and Berkshire Fund VIII-A, L.P. ("BF VIII-A") holds 368,231 shares of the Issuer's common stock. Eighth Berkshire Associates LLC ("8BA") is the general partner of BF VIII and BF VIII-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 1,913,590 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,357 shares of the Issuer's common stock, Stockbridge Master Fund (OS), L.P. ("SOS") holds 187,154 shares of the Issuer's common stock and SP holds 455,575 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS. (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and SOS as well certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF VIII and BF VIII-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 8BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 8BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.36 - $33.35, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.36 - $34.35, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.36 - $34.65, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.0150 - $34.0149, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.0150 - $35.0000, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Form 1 of 2 /s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Berkshire Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of BPSP, L.P., the managing member of Stockbridge Partners LLC, and Managing Director of Berkshire Partners Holdings LLC, the general partner of BPSP, L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII, L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of Eighth Berkshire Associates LLC, the general partner of Berkshire Fund VIII-A, L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Fund, L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Absolute Return Fund, L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of Stockbridge Associates LLC, the general partner of Stockbridge Master Fund (OS), L.P. 2016-02-09 /s/ Sharlyn C. Heslam, Managing Director of Berkshire Investors III LLC 2016-02-09