Sec Form 4 Filing - McAndrews Craig @ MATTRESS FIRM HOLDING CORP. - 2016-04-18

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
McAndrews Craig
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 Merchandising Officer
(Last) (First) (Middle)
5815 GULF FREEWAY
3. Date of Earliest Transaction (MM/DD/YY)
04/18/2016
(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 04/18/2016 M 2,500 ( 1 ) A $ 19 22,057 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 D $ 43.75 21,957 D
Common Stock, par value $0.01 per share 04/18/2016 S 600 D $ 43.83 21,357 D
Common Stock, par value $0.01 per share 04/18/2016 S 200 D $ 43.84 21,157 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 D $ 43.85 21,057 D
Common Stock, par value $0.01 per share 04/18/2016 S 200 D $ 43.855 20,857 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 A $ 43.865 20,757 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 A $ 43.87 20,657 D
Common Stock, par value $0.01 per share 04/18/2016 S 200 A $ 43.875 20,457 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 A $ 43.88 20,357 D
Common Stock, par value $0.01 per share 04/18/2016 S 300 A $ 43.94 20,057 D
Common Stock, par value $0.01 per share 04/18/2016 S 200 A $ 43.97 19,857 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 A $ 43.99 19,757 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 A $ 44 19,657 D
Common Stock, par value $0.01 per share 04/18/2016 S 100 A $ 44.04 19,557 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 $ 19 04/18/2016 M 2,500 ( 5 ) 11/17/2012( 2 ) 11/17/2021 Common Stock 2,500 $ 0 ( 3 ) 31,892 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McAndrews Craig
5815 GULF FREEWAY
HOUSTON, TX77023
Chief Merchandising Officer
Signatures
/s/ Craig McAndrews 04/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were issued upon the exercise of options (described in Table II) and then immediately sold.
( 2 )Relates to stock option award granted on November 17, 2011 where one-half of the stock options will vested in five equal installments beginning on November 17, 2012. The remaining stock options vested in four equal annual installments beginning on November 17, 2012, provided the issuer met or exceeded the applicable annual specified stock price increase targets.
( 3 )Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.
( 4 )Includes options to pursuant common stock of Mattress Firm Holding Corp. having varying exercise dates, expiration dates and exercise prices.
( 5 )These shares were immediately sold, as is presented in Table I.

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