Sec Form 4 Filing - Forbes Karrie @ MATTRESS FIRM HOLDING CORP. - 2014-03-14

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
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)
03/14/2014
(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 03/14/2014 M 3,500 ( 3 ) A $ 19 60,943 D
Common Stock, par value $0.01 per share 03/14/2014 S 3,500 ( 1 ) ( 3 ) D $ 46.26 57,443 D
Common Stock, par value $0.01 per share 03/14/2014 M 1,700 ( 4 ) A $ 19 20,616 I By husband
Common Stock, par value $0.01 per share 03/14/2014 S 800 ( 2 ) ( 4 ) D $ 46.26 19,816 I By husband
Common Stock, par value $0.01 per share 03/14/2014 S 900 ( 2 ) ( 4 ) D $ 47 18,916 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 $ 19 03/14/2014 M( 5 ) 3,500 11/17/2012( 7 ) 11/17/2021 Common Stock 3,500 ( 8 ) $ 0 ( 12 ) 42,992 ( 10 ) D
Employee Option to Purchase Common Stock $ 19 03/14/2014 M( 6 ) 1,700 11/17/2012( 7 ) 11/17/2021 Common Stock 1,700 ( 9 ) $ 0 ( 12 ) 14,670 ( 11 ) 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 03/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reflected in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 2 )The sales reflected in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's husband.
( 3 )The shares were issued upon the exercise of options by the reporting person (described in Table II) and then immediately sold.
( 4 )The shares were issued upon the exercise of options by the reporting person's husband (described in Table II) and then immediately sold.
( 5 )The shares that were issued upon the exercise of options by the reporting person were immediately sold, as is presented in Table I.
( 6 )The shares that were issued upon the exercise of options by the reporting person's husband were immediately sold, as is presented in Table I.
( 7 )One-half of the options will become exercisable in five equal annual installments beginning on November 17, 2012. The remaining stock options will become exercisable in four equal annual installments beginning on November 17, 2012, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Assuming all targets are met, the options will become fully exercisable on November 17, 2016.
( 8 )This number represents the partial exercise of options issued to the reporting person in November 2011 to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp.
( 9 )This number represents the partial exercise of options issued to the reporting person's husband in November 2011 to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp.
( 10 )Includes options to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp. having varying exercise dates, expiration dates and exercise prices.
( 11 )Includes options to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp. at an exercise price of $19.00 per share.
( 12 )Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.

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