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Form 4 MATTRESS FIRM HOLDING For: Nov 07 Filed by: Forbes Karrie

November 12, 2014 10:21 AM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Forbes Karrie
(Last) (First) (Middle)
C/O MATTRESS FIRM HOLDING CORP.
5815 GULF FREEWAY
(Street)
HOUSTON TX 77023
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP. [ MFRM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 11/07/2014   M   1,724 (1) A $ 19 62,666 D  
Common Stock, par value $0.01 per share 11/07/2014   M   268 (1) A $ 41.25 62,934 D  
Common Stock, par value $0.01 per share 11/07/2014   S   1,992 (1) (2) D $ 65 60,942 D  
Common Stock, par value $0.01 per share 11/10/2014   S   3,000 (2) D $ 66 57,942 D  
Common Stock, par value $0.01 per share 11/07/2014   S   1,754 (3) D $ 65 18,292 I By husband
Common Stock, par value $0.01 per share 11/10/2014   S   1,500 (3) D $ 66 16,792 I By husband
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Option to Purchase Common Stock $ 19 11/07/2014   M (4)     1,724 11/17/2012 (5) 11/17/2021 Common Stock 1,724 (7) $ 0 (9) 40,801 (8) D  
Employee Option to Purchase Common Stock $ 41.25 11/07/2014   M (4)     268 09/04/2014 (6) 09/04/2023 Common Stock 268 (7) $ 0 (9) 40,533 (8) D  
Explanation of Responses:
1. The shares were issued upon the exercise of options(described in Table II) and then immediately sold.
2. The sales reflected in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
3. The sales reflected in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's husband.
4. The shares that were issued upon the exercise of options by the reporting person were immediately sold, as is presented in Table I.
5. One-half of the options will become exercisable in five equal annual installments beginning on November 17, 2012. The remaining stock options will become exercisable in four equal annual installments beginning on November 17, 2012, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Assuming all of the targets are met, and subject to the reporting person's continued employment with the issuer, the options will become fully exercisable on November 17, 2016.
6. The stock options will become exercisable in four equal annual installments beginning on September 4, 2014. Subject to the reporting person's continued employment with the issuer, the options will become fully exercisable on September 4, 2017.
7. This number represents the partial exercise of options issued to the reporting person on November 17, 2011 to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp.
8. Includes options to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp. having varying exercise dates, expiration dates and exercise prices.
9. Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.
/s/ Karrie Forbes 11/11/2014
** 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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