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Form 3 MATTRESS FIRM HOLDING For: May 31 Filed by: Hadley Christopher J

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June 10, 2016 12:38 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Hadley Christopher J
(Last) (First) (Middle)
200 CLARENDON STREET
FLOOR 35
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2016 		3. Issuer Name and Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP. [ MFRM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share 4,745,549 (1)
I
By Berkshire Entities (2) (3)
Common stock, par value $0.01 per share 507,952 (4)
I
By Stockbridge Partners LLC (5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents 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.
2. Represents 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.
3. The 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.
4. Represents 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.
5. Represents 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.
/s/ Christopher J. Hadley 06/10/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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