Sec Form 4 Filing - JWC Mattress Holdings, LLC @ MATTRESS FIRM HOLDING CORP. - 2012-10-10

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
JWC Mattress Holdings, LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O J.W. CHILDS ASSOCIATES, L.P., 111 HUNTINGTON AVENUE, SUITE 2900
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2012
(Street)
BOSTON, MA02199
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, par value $0.01 per share 10/10/2012 S( 1 ) 2,127,440 D $ 28.5067 18,105,470 ( 2 ) D ( 2 )
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
JWC Mattress Holdings, LLC
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900
BOSTON, MA02199
X
J.W. Childs Advisors III, L.P.
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900
BOSTON, MA02199
X
J.W. Childs Associates, Inc.
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900
BOSTON, MA02199
X
J.W. Childs Associates, L.P.
111 HUNTINGTON AVENUE, SUITE 2900
BOSTON, MA02199
X
JW CHILDS EQUITY PARTNERS III LP
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900
BOSTON, MA02199
X
JWC FUND III CO INVEST LLC
C/O J.W. CHILDS ASSOCIATES, L.P.
111 HUNTINGTON AVENUE, SUITE 2900
BOSTON, MA02199
X
Signatures
James R. Black, by power of attorney 10/12/2012
Signature of Reporting Person Date
James R. Black, by power of attorney 10/12/2012
Signature of Reporting Person Date
James R. Black, by power of attorney 10/12/2012
Signature of Reporting Person Date
James R. Black, by power of attorney 10/12/2012
Signature of Reporting Person Date
James R. Black, by power of attorney 10/12/2012
Signature of Reporting Person Date
James R. Black, by power of attorney 10/12/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares sold by the reporting person pursuant to a registered public offering.
( 2 )JWC Mattress Holdings, LLC, a limited liability company managed by J.W. Childs Associates, Inc., holds a total of 18,105,470 shares of the issuer. Of such shares, 17,227,284 shares are indirectly owned by J.W. Childs Equity Partners III, L.P., a Delaware limited partnership, whose general partner is J.W. Childs Advisors III, L.P., and 878,186 shares are indirectly owned by JWC Fund III Co-Invest, LLC, a Delaware limited liability company, whose managing member is J.W. Childs Associates, L.P. J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC hold their interest in the issuer's common stock through JWC Mattress Holdings, LLC. Voting and investment control of each of J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC is held by J.W. Childs Associates, Inc. Each of the J.W. Childs entities referenced above disclaims beneficial ownership of any securities other than the securities directly held by such entity.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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