Sec Form 4 Filing - J.W. Childs Associates, Inc. @ MATTRESS FIRM HOLDING CORP. - 2014-12-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
J.W. Childs Associates, Inc.
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 X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P., 1000 WINTER STREET, SUITE 4300
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2014
(Street)
WALTHAM, MA02451
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/16/2014 S 1,914,581 D $ 60.53 14,184,845 I See footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
J.W. Childs Associates, Inc.
C/O J.W. CHILDS ASSOCIATES, L.P.
1000 WINTER STREET, SUITE 4300
WALTHAM, MA02451
X X Director by Deputization
J.W. Childs Associates, L.P.
1000 WINTER STREET, SUITE 4300
WALTHAM, MA02451
X
J.W. Childs Advisors III, L.P.
C/O J.W. CHILDS ASSOCIATES, L.P.
1000 WINTER STREET, SUITE 4300
WALTHAM, MA02451
X
Winter Street Opportunities Fund, L.P.
C/O J.W. CHILDS ASSOCIATES, L.P.
1000 WINTER STREET, SUITE 4300
WALTHAM, MA02451
X
Signatures
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc. 12/18/2014
Signature of Reporting Person Date
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P. 12/18/2014
Signature of Reporting Person Date
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P. 12/18/2014
Signature of Reporting Person Date
/s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P. 12/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares directly held by JWC Mattress Holdings, LLC ("JWC Holdings"). Winter Street Opportunities Fund, L.P. ("WSOF") holds approximately 97.3% of the membership interests in JWC Holdings. J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. is the general partner of Associates LP. JWC Fund III Co-Invest LLC ("Co-Invest III") holds approximately 2.7% of the membership interests in JWC Holdings. WSOF holds approximately 26% of the membership interests of Co-Invest III. Each Reporting Person (other than WSOF) disclaims pecuniary interest in the reported securities except to the extent of its economic interest.

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.