Sec Form 4 Filing - Fendrich Stephen G. @ MATTRESS FIRM HOLDING CORP. - 2013-09-03

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Fendrich Stephen G.
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)
Chief Strategy Officer
(Last) (First) (Middle)
C/O MATTRESS FIRM HOLDING CORP., 5815 GULF FREEWAY
3. Date of Earliest Transaction (MM/DD/YY)
09/03/2013
(Street)
HOUSTON, TX77023
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, par value $0.01 per share 09/03/2013 S 93 ( 1 ) D $ 41.18 227,791 D
Common Stock, par value $0.01 per share 09/03/2013 S 307 ( 1 ) D $ 41.29 227,484 D
Common Stock, par value $0.01 per share 09/03/2013 S 1,500 ( 1 ) D $ 41.49 225,984 D
Common Stock, par value $0.01 per share 09/03/2013 S 200 ( 1 ) D $ 41.51 225,784 D
Common Stock, par value $0.01 per share 09/03/2013 S 100 ( 1 ) D $ 41.52 225,684 D
Common Stock, par value $0.01 per share 09/03/2013 S 100 ( 1 ) D $ 41.61 225,584 D
Common Stock, par value $0.01 per share 09/03/2013 S 100 ( 1 ) D $ 41.7 225,484 D
Common Stock, par value $0.01 per share 09/03/2013 S 100 ( 1 ) D $ 41.92 225,384 D
Common Stock, par value $0.01 per share 09/04/2013 A 5,851 ( 2 ) A $ 0 ( 1 ) 231,235 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 (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
Employee Option to Purchase Common Stock $ 41.25 09/04/2013 A 10,970 ( 3 ) 09/04/2023 Common Stock 10,970 $ 0 97,940 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fendrich Stephen G.
C/O MATTRESS FIRM HOLDING CORP.
5815 GULF FREEWAY
HOUSTON, TX77023
Chief Strategy Officer
Signatures
/s/ Jim R. Black, as power of attorney 09/05/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 2 )Represents shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to the reporting person's continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 4, 2014, provided the issuer has met or exceeded the applicable annual specified stock price increase targets.
( 3 )This option to purchase common stock will become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 4, 2014. Subject to the reporting person's continued employment with the issuer, this option will become fully exercisable on September 4, 2017.
( 4 )Includes options to purchase common stock of Mattress Firm Holding Corp. having varying exercise dates, expiration dates and exercise prices.

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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