SEC Form 4 · accession 0001179110-16-029872
MATTRESS FIRM HOLDING CORP. · MFRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dale R Carlsen
Director
Period of report
Sep 14, 2016
Accepted (ET)
Sep 20, 2016 · 5:43 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 | 411,668 | $64.00 | D | 0 | I | As trustee |
| Common Stock, par value $0.01 per shareF2 | Sep 14, 2016 | U | 2,470 | $64.00 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF3 | Sep 14, 2016 | U | 3,859 | $64.00 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF4 | Sep 16, 2016 | J | 382 | $64.00 | D | 0 | I | As trustee |
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 StockF5 | $60.74 | Sep 16, 2016 | J | 4,333 | D | Sep 9, 2016 | Sep 9, 2025 | Common Stock, par value $0.01 per share | 4,333 | 0 | D |
Explanation of responses
- F1Represents (i) 389,764 shares issued to the Dale R. Carlsen Stock Trust U.D.T. August 5, 1997, (ii) 10,952 shares issued to the Joseph P. Carlsen 2000 Trust UAD 12/28/2000 and (iii) 10,952 shares issued to the Meghan E. Carlsen Trust 2000 UAD 12/28/200, for which the reporting person is trustee and which were tendered to Stripes Acquisition Corp., Stripes US Holding, Inc., and Steinhoff International Holdings N.V. (collectively, "Steinhoff") pursuant to a cash tender offer by Steinhoff to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share. On September 14, 2016, Steinhoff accepted all of the tendered shares for payment.
- F2Represents shares of common stock of the issuer, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on Sept. 14, 2016 pursuant to Steinhoff's cash tender offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) 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. on Sept. 16, 2016 pursuant to the Agreement and Plan of Merger, dated August 6, 2016, among the issuer, Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp. (the "Merger Agreement"), or a combination of the foregoing events.
- F3Represents shares of restricted stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. The shares were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on Sept. 14, 2016 pursuant to Steinhoff's cash tender offer to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) 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. on Sept. 16, 2016 pursuant to the Merger Agreement, or a combination of the foregoing events.
- F4Represents 382 shares of common stock issued to the Dale R. Carlsen Family Revocable Trust, for which the reporting person is trustee and which were converted into the right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp. on Sept. 16, 2016 pursuant to the Merger Agreement.
- F5Represents employee stock options 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.