SEC Form 4 · accession 0000919574-16-013604
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Berkshire Partners LLC
Director · 10% Owner
Stockbridge Fund, L.P.
Director · 10% Owner
Stockbridge Absolute Return Fund, L.P.
Director · 10% Owner
Stockbridge Partners LLC
Director · 10% Owner
Berkshire Investors III LLC
Director · 10% Owner
Berkshire Fund VIII-A, L.P.
Director · 10% Owner
Berkshire Fund VIII, L.P.
Director · 10% Owner
Stockbridge Master Fund (OS), L.P.
Director · 10% Owner
Berkshire Partners Holdings LLC
Director · 10% Owner
BPSP, L.P.
Director · 10% Owner
Period of report
May 31, 2016
Accepted (ET)
Jun 10, 2016 · 2:07 pm EDT
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 StockF1,F2 | holding | — | — | — | 5,196,407 | I | See Footnotes | |
| Common StockF3 | holding | — | — | — | 29,550 | D | ||
| Common StockF4 | holding | — | — | — | 27,544 | 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 1,687,158 shares of the Issuer's common stock, and Berkshire Fund VIII-A, L.P. ("BF VIII-A") holds 701,028 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 2,106,703 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,412 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 507,952 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.
Remarks
(Form 1 of 2): Each of Christopher J. Hadley and Anil Seetharam will serve on the Board of Directors of the Issuer as a representative of the Reporting Persons. By virtue of each of Christopher J. Hadley's and Anil Seetharam's position as a managing member of BPH, BPSP, BP, SP, 8BA and SA, each of the Reporting Persons may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.