SEC Form 3 · accession 0001179110-16-026328
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anil Seetharam
Director
Period of report
May 31, 2016
Accepted (ET)
Jun 10, 2016 · 12:30 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 | holding | — | — | — | 4,745,549 | I | By Berkshire Entities | |
| Common stock, par value $0.01 per shareF4,F5 | holding | — | — | — | 507,952 | I | By Stockbridge Partners LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares that may be deemed to be indirectly beneficially owned by certain of the Berkshire Entities (as defined below). This Form 3 has been filed because the Reporting Person is a director of the Issuer and a managing member of, or managing member of the general partner of, each of the Berkshire Entities. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F2Represents shares owned by Berkshire Fund VIII, L.P. ("VIII"), Berkshire Fund VIII-A, L.P. ("VIII-A"), Berkshire Investors III LLC ("Investors III"), Berkshire Investors IV LLC ("Investors IV"), Stockbridge Fund, L.P. ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF") and Stockbridge Master Fund (OS), L.P. ("SOS") (collectively, the "Berkshire Entities"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of each of Berkshire Partners LLC, the registered investment adviser to VIII, VIII-A, Investors III and Investors IV ("BP"), and SP (as defined below), the registered investment adviser to SF, SARF and SOS. Eighth Berkshire Associates LLC ("8BA") is the general partner of each of VIII and VIII-A. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.
- F3The Reporting Person is a managing member of each of BPH, BPSP, BP, SP, 8BA, SA, Investors III and Investors IV. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by such entities. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
- F4Represents shares that may be deemed to be indirectly beneficially owned by Stockbridge Partners LLC ("SP"). This Form 3 has been filed because the Reporting Person is a director of the Issuer and a managing member of SP. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.
- F5Represents shares held by SP on behalf of a managed account over which it has shared voting and sole dispositive power. As a managing member of SP, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.
Remarks
The Reporting Person will serve on the Board of Directors of the Issuer as a representative of BPH, BPSP, BP, SP, VIII, VIII-A, SF, SARF, SOS, Investors III and Investors IV. By virtue of his position as a managing member of BPH, BPSP, BP, SP, 8BA and SA, each of BPH, BPSP, BP, SP, VIII, VIII-A, SF, SARF, SOS, Investors III and Investors IV may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.