SEC Form 4 · accession 0001179110-16-029855

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 14, 2016

Accepted (ET)

Sep 20, 2016 · 4:59 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	D/I	Nature of ownership
Common Stock, par value $0.01 per share^F1	Sep 14, 2016	U	9,932	$64.00	D	D
Common Stock, par value $0.01 per share^F2	Sep 14, 2016	U	20,612	$64.00	D	I	By wife
Common Stock, par value $0.01 per share^F3	Sep 16, 2016	J	2,773	$64.00	D	D
Common Stock, par value $0.01 per share^F4	Sep 16, 2016	J	14,388	$64.00	D	I	By wife
Common Stock, par value $0.01 per share^F5	Sep 16, 2016	J	23,438	$64.00	D	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 Stock^F6	—	Sep 16, 2016	J	9,938	D	—	—	Common Stock, par value $0.01 per share	9,938	0	D
Employee Option to Purchase Common Stock^F7	—	Sep 16, 2016	J	32,713	D	—	—	Common Stock, par value $0.01 per share	32,713	0	I

Explanation of responses

F1Represents shares of common stock of the issuer, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender of Steinhoff International Holdings N.V., Stripes US Holding, Inc. and Stripes Acquisition Corp. offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) were converted into the reporting person's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Agreement and Plan of Merger among the issuer, Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp. (the "Merger Agreement"), or a combination of the foregoing.
F2Represents shares of common stock of the issuer, which were either (i) tendered by the reporting person's spouse to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender of Steinhoff International Holdings N.V., Stripes US Holding, Inc. and Stripes Acquisition Corp. offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) were converted into the reporting person's spouse's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Merger Agreement, or a combination of the foregoing. The reporting person disclaims beneficial ownership in the foregoing securities except to the extent of his pecuniary interest therein.
F3Represents shares of restricted stock, subject to varying time- and performance-based vesting conditions, that were granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, these shares were converted into the reporting person's right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp.
F4Represents shares of restricted stock, subject to varying time- and performance-based vesting conditions, that were granted to the reporting person's spouse pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, these shares were converted into the reporting person's spouse's right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp. The reporting person disclaims beneficial ownership in the foregoing securities except to the extent of his pecuniary interest therein.
F5Represents shares of common stock contributed by the reporting person's spouse to Stripes US Holding, Inc., a wholly-owned, direct subsidiary of Steinhoff International Holdings N.V., in exchange for shares of Series A Preferred Stock of Stripes US Holding, Inc. pursuant to that certain Rollover Letter, dated September 16, 2016, between Stripes US Holding, Inc. and the reporting person. The price used to calculate the value of the issuer's stock for purposes of the exchange was $64 per share, the same price as the merger consideration under the Merger Agreement.
F6Represents employee stock options, with varying exercise prices, vesting schedules and forfeiture conditions, to purchase shares of the issuer's common stock, which were granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was converted into the reporting person's right to receive an amount of cash equal to the product of the excess, if any, of (x) the merger consideration of $64 per share over (y) the exercise price of such option at the effective time of the merger between the issuer and Stripes Acquisition Corp.
F7Represents employee stock options, with varying exercise prices, vesting schedules and forfeiture conditions, to purchase shares of the issuer's common stock, which were granted to the reporting person's spouse pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was converted into the reporting person's spouse's right to receive an amount of cash equal to the product of the excess, if any, of (x) the merger consideration of $64 per share over (y) the exercise price of such option at the effective time of the merger between the issuer and Stripes Acquisition Corp. The reporting person disclaims beneficial ownership in the foregoing securities except to the extent of her pecuniary interest therein.