SEC Form 3 · accession 0001179110-16-019187
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Blank
Officer — President - Sleepys
Period of report
Feb 5, 2016
Accepted (ET)
Feb 16, 2016 · 10:42 am 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 Stock, par value $0.01 per shareF1 | holding | — | — | — | 6,734 | D | ||
| Common stock, par value $0.01 per shareF2 | holding | — | — | — | 167,832 | I | As trustee of the Adam Blank 2012 GRAT | |
| Common stock, par value $0.01 per shareF3 | holding | — | — | — | 55,944 | I | By immediate family members who are beneficiaries of Adam Blank 2012 Dynasty Trust |
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 StockF4 | $34.65 | holding | — | — | — | Feb 5, 2017 | Feb 5, 2026 | Common Stock, par value $0.01 per share | 3,367 | — | D |
Explanation of responses
- F1Represents unvested shares of restricted common stock granted to Mr. Blank pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan (the "Omnibus Plan"). Subject to Mr. Blank's continued employment with Mattress Firm Holding Corp., half of the shares will vest in four equal, annual installments beginning on February 5, 2017. The other half will vest in four equal, annual installments, beginning on February 5, 2017, if Mattress Firm Holding Corp. has met or exceeded certain applicable annual specified stock price increase targets. Assuming Mr. Blank's continued employment and all specified stock price increase targets are satisfied, these grants will be fully vested on February 5, 2020.
- F2Represents shares issued to the Adam Blank 2012 GRAT, for which Mr. Blank is trustee and members of his immediate family are beneficiaries, in connection with the purchase by Mattress Firm Holding Corp.'s subsidiary, Mattress Firm, Inc. (the "Buyer"), of all of the outstanding equity interests in HMK Mattress Holdings, LLC, the holding company of Sleepy's and related entities (collectively, "Sleepy's"). Mr. Blank, the Adam Blank 2012 GRAT and the Adam Blank 2012 Dynasty Trust contributed their equity value in Sleepy's to the Buyer in exchange for shares of Mattress Firm Holding Corp. common stock pursuant to that certain Contribution Agreement, dated November 25, 2015 (the "Contribution Agreement"), by and among Mattress Firm Holding Corp., the Buyer, Mr. Blank, in his individual capacity and as trustee for the Adam Blank 2012 GRAT, and Andrew Singer and Dianne Weissman, as trustees of the Adam Blank 2012 Dynasty Trust.
- F3Represents shares issued to the Adam Blank 2012 Dynasty Trust, for which members of Mr. Blank's immediate family are beneficiaries, in connection with the above-referenced purchase by Mattress Firm Holding Corp. of all of the outstanding equity interests in Sleepy's. As described above, Mr. Blank, the Adam Blank 2012 Dynasty Trust and the Adam Blank 2012 GRAT contributed their equity value in Sleepy's to Mattress Firm Holding Corp. in exchange for shares of Mattress Firm Holding Corp. common stock pursuant to the Contribution Agreement dated November 25, 2015.
- F4These options were granted to Mr. Blank pursuant to the above-referenced Omnibus Plan and will be exercisable, in four equal, annual installments, on each anniversary date of the grant, beginning on Feb. 5, 2017, if Mr. Blank remains employed by Mattress Firm Holding Corp. on each such anniversary date.