Sec Form 4 Filing - CHILDS JOHN W @ MATTRESS FIRM HOLDING CORP. - 2015-04-13

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 CHILDS JOHN W 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) _____ Other (specify below) (Last) (First) (Middle) C/O J.W. CHILDS ASSOCIATES, L.P., 1000 WINTER STREET, SUITE 4300 3. Date of Earliest Transaction (MM/DD/YY) 04/13/2015 (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 04/13/2015 S 1,462,468 D $ 66.47 12,713,589 ( 1 ) I See footnote ( 2 ) Common Stock 04/13/2015 S 37,532 D $ 66.47 326,251 I See footnote ( 3 )

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 CHILDS JOHN W C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA02451 X X 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 JWC Mattress Holdings, LLC C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA02451 X Signatures /s/ John W. Childs 04/14/2015 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc. 04/14/2015 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P. 04/14/2015 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P. 04/14/2015 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P. 04/14/2015 Signature of Reporting Person Date /s/ David Fiorentino, on behalf of JWC Mattress Holdings, LLC 04/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Reporting Person (other than Mattress Holdings (as defined below)) previously reported approximately 98% of the shares held by Mattress Holdings (disclaiming any amount in which the Reporting Person had no economic interest). Each Reporting Person (other than Mattress Holdings) reported this amount because it most closely approximated its pecuniary interest. Commencing with this filing, each Reporting Person is reporting 100% of the shares held by Mattress Holdings (disclaiming any amount in which the Reporting Person has no economic interest). ( 2 )Represents shares directly held by JWC Mattress Holdings, LLC ("Mattress Holdings"). Winter Street Opportunities Fund, L.P. ("WSOF") holds a majority of the membership interests in Mattress Holdings. J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("JWC Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. ("JWC Associates Inc.") is the general partner of JWC Associates LP and the manager of Mattress Holdings. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person disclaims pecuniary interest in the reported securities except to the extent of his economic interest. ( 3 )Represents shares directly held by the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs is the sole trustee of the John W. Childs 2013 Charitable Remainder Trust. Mr. Childs disclaims pecuniary interest in the reported securities except to the extent of his 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).

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