SEC Form 4 · accession 0001179110-16-029867
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R. Stephen Stagner
Officer — Executive Chairman · Director
Period of report
Sep 14, 2016
Accepted (ET)
Sep 20, 2016 · 5:17 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 | Sep 14, 2016 | U | 421,536 | $64.00 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF2 | Sep 16, 2016 | J | 500,000 | $64.00 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF3 | Sep 16, 2016 | J | 31,966 | $64.00 | D | 0 | 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 StockF4 | — | Sep 16, 2016 | J | 198,078 | D | — | — | Common Stock, par value $0.01 per share | 198,078 | 0 | D |
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 contributed by the reporting person 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.
- 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 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.