Sec Form 4 Filing - Forbes Karrie @ MATTRESS FIRM HOLDING CORP. - 2015-09-09

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 Forbes Karrie 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) Executive Vice President (Last) (First) (Middle) C/O MATTRESS FIRM HOLDING CORP., 5815 GULF FREEWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2015 (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 09/09/2015 A 2,229 ( 1 ) A $ 0 ( 1 ) 52,171 D Common Stock, par value $0.01 per share 09/09/2015 A 1,427 ( 3 ) A $ 0 ( 3 ) 53,598 D Common Stock, par value $0.01 per share 09/09/2015 F 301 ( 5 ) D $ 58.95 53,297 D Common Stock, par value $0.01 per share 09/09/2015 F 252 ( 7 ) D $ 62.69 53,045 D Common Stock, par value $0.01 per share 09/09/2015 A 1,254 ( 2 ) A $ 0 ( 2 ) 13,046 I By husband Common Stock, par value $0.01 per share 09/09/2015 A 803 ( 4 ) A $ 0 ( 4 ) 13,849 I By husband Common Stock, par value $0.01 per share 09/09/2015 F 115 ( 6 ) D $ 58.95 13,734 I By husband Common Stock, par value $0.01 per share 09/09/2015 F 9 ( 8 ) D $ 62.69 13,725 I By husband Common Stock, par value $0.01 per share 09/09/2015 F 93 ( 11 ) D $ 60.09 13,632 I By husband

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 $ 60.74 09/09/2015 A 2,503 ( 9 ) 09/09/2025 Common Stock 2,503 $ 0 45,028 ( 10 ) D Employee Option to Purchase Common Stock $ 60.74 09/09/2015 A 1,408 ( 9 ) 09/09/2025 Common Stock 1,408 $ 0 12,446 ( 10 ) I By husband

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Forbes Karrie C/O MATTRESS FIRM HOLDING CORP. 5815 GULF FREEWAY HOUSTON, TX77023 Executive Vice President Signatures /s/ Karrie Forbes 09/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 9, 2016, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. ( 2 )Represents shares of restricted common stock granted to the reporting person's husband pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to his continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. ( 3 )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 9, 2016. ( 4 )Represents shares of restricted common stock granted to the reporting person's husband pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to his continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016. ( 5 )Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the vesting of a restricted stock grant on September 4, 2015. ( 6 )Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person's husband due to the vesting of a restricted stock grant on September 4, 2015. ( 7 )Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the vesting of a restricted stock grant on September 4, 2014. ( 8 )Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person's husband due to the vesting of a restricted stock grant on September 4, 2014. ( 9 )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 9, 2016. Subject to the reporting person's continued employment with the issuer, this option will become fully exercisable on September 9, 2019. ( 10 )Includes options to purchase common stock of Mattress Firm Holding Corp. having varying exercise dates, expiration dates and exercise prices. ( 11 )Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person's husband due to the vesting of a restricted stock grant on September 2, 2015.

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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