Sec Form 4 Filing - CHILDS JOHN W @ MATTRESS FIRM HOLDING CORP. - 2016-09-14

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., 500 TOTTEN POND ROAD, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2016 (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 09/14/2016 U 540,653 D $ 64 0 I See footnote ( 1 ) Common Stock 09/14/2016 U 18,787 D $ 64 0 I See footnote ( 2 ) Common Stock 09/14/2016 U 12,713,589 D $ 64 0 I See footnote ( 3 ) Common Stock 09/14/2016 U 326,251 D $ 64 0 I See footnote ( 4 )

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. 500 TOTTEN POND ROAD, 6TH FLOOR WALTHAM, MA02451 X X J.W. Childs Associates, Inc. C/O J.W. CHILDS ASSOCIATES, L.P. 500 TOTTEN POND ROAD, 6TH FLOOR WALTHAM, MA02451 X X Director by Deputization J.W. Childs Associates, L.P. 500 TOTTEN POND ROAD, 6TH FLOOR WALTHAM, MA02451 X X Director by Deputization J.W. Childs Advisors III, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 500 TOTTEN POND ROAD, 6TH FLOOR WALTHAM, MA02451 X X Director by Deputization Winter Street Opportunities Fund, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 500 TOTTEN POND ROAD, 6TH FLOOR WALTHAM, MA02451 X X Director by Deputization JWC FUND III CO INVEST LLC C/O J.W. CHILDS ASSOCIATES, L.P. 500 TOTTEN POND ROAD, 6TH FLOOR WALTHAM, MA02451 X X Director by Deputization JWC Mattress Holdings, LLC C/O J.W. CHILDS ASSOCIATES, L.P. 500 TOTTEN POND ROAD, 6TH FLOOR WALTHAM, MA02451 X X Director by Deputization Signatures /s/ John W. Childs 09/16/2016 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc. 09/16/2016 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P. 09/16/2016 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P. 09/16/2016 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P. 09/16/2016 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of JWC Fund III Co-Invest, LLC 09/16/2016 Signature of Reporting Person Date /s/ Todd A. Fitzpatrick, on behalf of JWC Mattress Holdings, LLC 09/16/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares directly held by Winter Street Opportunities Fund, L.P. ("WSOF"). 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. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than WSOF) disclaims pecuniary interest in the reported securities except to the extent of its economic interest. ( 2 )Represents shares directly held by JWC Fund III Co-Invest, LLC ("Co-Invest III"). WSOF holds approximately 26% of the membership interests in Co-Invest III. GPLP is the general partner of WSOF. JWC Associates LP is the general partner of GPLP. JWC Associates Inc. is the general partner of JWC Associates LP and the manager of Co-Invest III. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than Co-Invest III) disclaims pecuniary interest in the reported securities except to the extent of his economic interest. ( 3 )Represents shares directly held by JWC Mattress Holdings, LLC ("Mattress Holdings"). WSOF and Co-Invest III hold approximately 97.3% and approximately 2.7%, respectively, of the membership interests in Mattress Holdings. GPLP is the general partner of WSOF. JWC Associates LP is the general partner of GPLP. JWC Associates Inc. is the general partner of JWC Associates LP and the manager of each of Mattress Holdings and Co-Invest III. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than Mattress Holdings) disclaims pecuniary interest in the reported securities except to the extent of its economic interest. ( 4 )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.

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