SEC Form 4 · accession 0001012975-16-000977
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
John W Childs
Director · 10% Owner
JWC FUND III CO INVEST LLC
10% Owner
J.W. Childs Associates, Inc.
Director · 10% Owner · Other
J.W. Childs Associates, L.P.
10% Owner
JWC Mattress Holdings, LLC
10% Owner
J.W. Childs Advisors III, L.P.
10% Owner
Period of report
Feb 3, 2016
Accepted (ET)
Feb 5, 2016 · 3:07 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 StockF1,F2 | Feb 3, 2016 | P | 540,653 | $35.75 | A | 540,653 | I | See footnote |
| Common StockF1,F3 | Feb 3, 2016 | P | 18,787 | $35.75 | A | 18,787 | I | See footnote |
| Common StockF4 | holding | — | — | — | 12,713,589 | I | See Footnote | |
| Common StockF5 | holding | — | — | — | 326,251 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 3, 2016, the Issuer entered into a share purchase agreement with WSOF (as defined below) and Co-Invest III (as defined below), pursuant to which WSOF and Co-Invest III agreed to purchase from the Issuer 540,653 shares and 18,787 shares, respectively, at a purchase price of $19,328,344.80 and $671,635.25, respectively. WSOF and Co-Invest III consummated the purchases on February 5, 2016.
- F2Represents 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.
- F3Represents 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.
- F4Represents 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.
- F5Represents 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.