SEC Form 4 · accession 0001179110-16-022782
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce Levy
Officer — Executive Vice President
Period of report
Apr 4, 2016
Accepted (ET)
Apr 5, 2016 · 4:49 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,F3 | Apr 4, 2016 | M | 27,354 | $19.00 | A | 38,425 | D | |
| Common Stock, par value $0.01 per shareF1,F3 | Apr 4, 2016 | M | 3,104 | $41.25 | A | 35,321 | D | |
| Common Stock, par value $0.01 per shareF1,F3 | Apr 4, 2016 | S | 30,458 | $42.36 | D | 4,863 | D |
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 StockF7,F4,F6,F5 | $19.00 | Apr 4, 2016 | M | 27,354 | A | Nov 17, 2012 | Nov 17, 2021 | Common Stock | 27,354 | 8,352 | D |
| Employee Option to Purchase Common StockF7,F4,F6,F8 | $41.25 | Apr 4, 2016 | M | 3,104 | A | Sep 4, 2014 | Sep 4, 2023 | Common Stock | 3,104 | 5,248 | D |
Explanation of responses
- F1The shares were issued upon the exercise of options by the reporting person (described in Table II) and then immediately sold.
- F2The shares that were issued upon the exercise of options by the reporting person were immediately sold, as is presented in Table I.
- F3Reflects the reduction of 8,245 shares of unvested restricted stock forfeited by the reporting person in connection with the failure to satisfy the applicable vesting criteria.
- F4Reflects the reduction of 11,385 shares of unvested options to purchase shares of common stock forfeited by the reporting person in connection with the failure to satisfy the applicable vesting criteria.
- F5One-half of the options became exercisable in five equal annual installments beginning on November 17, 2012. The remaining stock options became exercisable in four equal annual installments beginning on November 17, 2012, provided the issuer met or exceeded the applicable annual specified stock price increase targets. The options became fully exercisable on November 17, 2016.
- F6Includes options to purchase shares of common stock having varying exercise dates, expiration dates and exercise prices.
- F7Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.
- F8The option will become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 4, 2014. Subject to the reporting person's continued employment with the issuer, the option will become fully exercisable on September 4, 2017.