SEC Form 4 · accession 0000899243-16-012945
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 5, 2016
Accepted (ET)
Feb 9, 2016 · 9:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419852
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5,F1,F2 | Feb 5, 2016 | P | 40,290 | $33.0607 | A | 3,716,238 | I | See Footnotes |
| Common StockF5,F3 | Feb 5, 2016 | P | 492 | $33.0607 | A | 14,586 | D | |
| Common StockF5,F4 | Feb 5, 2016 | P | 453 | $33.0607 | A | 13,944 | D | |
| Common StockF6,F1,F2 | Feb 5, 2016 | P | 13,606 | $33.929 | A | 3,729,844 | I | See Footnotes |
| Common StockF6,F3 | Feb 5, 2016 | P | 166 | $33.929 | A | 14,752 | D | |
| Common StockF6,F4 | Feb 5, 2016 | P | 152 | $33.929 | A | 14,096 | D | |
| Common StockF7,F1,F2 | Feb 5, 2016 | P | 4,225 | $34.4738 | A | 3,734,069 | I | See Footnotes |
| Common StockF7,F3 | Feb 5, 2016 | P | 52 | $34.4738 | A | 14,804 | D | |
| Common StockF7,F4 | Feb 5, 2016 | P | 47 | $34.4738 | A | 14,143 | D | |
| Common StockF8,F1,F2 | Feb 8, 2016 | P | 27,507 | $33.6233 | A | 3,761,576 | I | See Footnotes |
| Common StockF8,F3 | Feb 8, 2016 | P | 336 | $33.6233 | A | 15,140 | D | |
| Common StockF8,F4 | Feb 8, 2016 | P | 308 | $33.6233 | A | 14,451 | D | |
| Common StockF9,F1,F2 | Feb 8, 2016 | P | 55,550 | $34.3761 | A | 3,817,126 | I | See Footnotes |
| Common StockF9,F3 | Feb 8, 2016 | P | 678 | $34.3761 | A | 15,818 | D | |
| Common StockF9,F4 | Feb 8, 2016 | P | 621 | $34.3761 | A | 15,072 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund VIII, L.P. ("BF VIII") holds 886,219 shares of the Issuer's common stock, and Berkshire Fund VIII-A, L.P. ("BF VIII-A") holds 368,231 shares of the Issuer's common stock. Eighth Berkshire Associates LLC ("8BA") is the general partner of BF VIII and BF VIII-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 1,913,590 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,357 shares of the Issuer's common stock, Stockbridge Master Fund (OS), L.P. ("SOS") holds 187,154 shares of the Issuer's common stock and SP holds 455,575 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.
- F2(Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and SOS as well certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF VIII and BF VIII-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 8BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 8BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
- F3Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.
- F4Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.36 - $33.35, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.36 - $34.35, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.36 - $34.65, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.0150 - $34.0149, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.0150 - $35.0000, inclusive. The reporting persons undertake to provide to Mattress Firm Holding Corp., any security holder of Mattress Firm Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks
Form 2 of 2