SEC Form 5 · accession 0001179110-16-021908
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dale R Carlsen
Officer — Executive Vice Chairman · Director
Period of report
Feb 2, 2016
Accepted (ET)
Mar 18, 2016 · 3:48 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,F2,F3 | Feb 5, 2016 | G | 11,633 | — | D | 412,050 | I | As trustee |
| Common Stock, par value $0.01 per shareF4,F5 | Feb 5, 2016 | G | 11,633 | — | D | 0 | I | By wife |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares issued to the Dale R. Carlsen Irr. Trust udt 12/26/12, for which the reporting person is trustee; all of the shares were distributed to the beneficiaries of the trust on February 5, 2016.
- F2The shares were distributed, by gift, to the beneficiaries of the Dale R. Carlsen Irr. Trust udt 12/26/12.
- F3Represents 389,764, 10,952, 10,952 and 382 shares issued, respectively, to the Dale R. Carlsen Stock Trust U.D.T. August 5, 1997, the Joseph P. Carlsen 2000 Trust established December 28, 2000, the Meghan E. Carlsen 2000 Trust established December 28, 2000, and the Dale R. Carlsen Family Revocable Trust, for all of which the reporting person is the trustee. The shares were issued as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the trusts to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.
- F4Represents shares issued to the Kathryn W. Carlsen Irr. Trust udt 12/26/12, for which the reporting person's wife is trustee; all of the shares were distributed to the beneficiaries of the trust on February 5, 2016.
- F5The shares were distributed, by gift, to the beneficiaries of the Kathryn W. Carlsen Irr. Trust udt 12/26/12.