SEC Form 4 · accession 0001179110-15-013289
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Forbes
Officer — SVP, Logistics & Distribution
Period of report
Sep 9, 2015
Accepted (ET)
Sep 11, 2015 · 5:16 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 Stock, par value $0.01 per shareF1 | Sep 9, 2015 | A | 1,254 | $0.00 | A | 13,046 | D | |
| Common Stock, par value $0.01 per shareF3 | Sep 9, 2015 | A | 803 | $0.00 | A | 13,849 | D | |
| Common Stock, par value $0.01 per shareF5 | Sep 9, 2015 | F | 115 | $58.95 | D | 13,734 | D | |
| Common Stock, par value $0.01 per shareF7 | Sep 9, 2015 | F | 9 | $62.69 | D | 13,725 | D | |
| Common Stock, par value $0.01 per shareF9 | Sep 9, 2015 | F | 93 | $60.09 | D | 13,539 | D | |
| Common Stock, par value $0.01 per shareF2 | Sep 9, 2015 | A | 2,229 | $0.00 | A | 52,171 | I | By wife |
| Common Stock, par value $0.01 per shareF4 | Sep 9, 2015 | A | 1,427 | $0.00 | A | 53,598 | I | By wife |
| Common Stock, par value $0.01 per shareF6 | Sep 9, 2015 | F | 301 | $58.95 | D | 53,297 | I | By wife |
| Common Stock, par value $0.01 per shareF8 | Sep 9, 2015 | F | 252 | $62.69 | D | 53,045 | I | By wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Option to Purchase Common StockF11,F10 | $60.74 | Sep 9, 2015 | A | 1,408 | A | — | Sep 9, 2025 | Common Stock | 1,408 | 12,446 | D |
| Employee Option to Purchase Common StockF11,F10 | $60.74 | Sep 9, 2015 | A | 2,503 | A | — | Sep 9, 2025 | Common Stock | 2,503 | 45,028 | I |
Explanation of responses
- F1Represents shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to the reporting person's continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016, provided the issuer has met or exceeded the applicable annual specified stock price increase targets.
- F10This option to purchase common stock will become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 9, 2016. Subject to the reporting person's continued employment with the issuer, this option will become fully exercisable on September 9, 2019.
- F11Includes options to purchase common stock of Mattress Firm Holding Corp. having varying exercise dates, expiration dates and exercise prices.
- F2Represents shares of restricted common stock granted to the reporting person's wife pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to her continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016, provided the issuer has met or exceeded the applicable annual specified stock price increase targets.
- F3Represents shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to the reporting person's continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016.
- F4Represents shares of restricted common stock granted to the reporting person's wife pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to her continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016.
- F5Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the vesting of a restricted stock grant on September 4, 2015.
- F6Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person's wife due to the vesting of a restricted stock grant on September 4, 2015.
- F7Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the vesting of a restricted stock grant on September 4, 2014.
- F8Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person's wife due to the vesting of a restricted stock grant on September 4, 2014.
- F9Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the vesting of a restricted stock grant on September 2, 2015.