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Form 4 MATTRESS FIRM HOLDING For: Sep 09 Filed by: Woods Samuel

September 11, 2015 5:21 PM EDT
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 *
Woods Samuel
(Last) (First) (Middle)
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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2015
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 09/09/2015   A   1,533 (1) A $ 0 (1) 5,909 D  
Common Stock, par value $0.01 per share 09/09/2015   A   981 (3) A $ 0 (3) 6,890 D  
Common Stock, par value $0.01 per share 09/09/2015   F   179 (2) D $ 58.95 6,711 D  
Common Stock, par value $0.01 per share 09/09/2015   F   100 (6) D $ 62.69 6,611 D  
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 $ 60.74 09/09/2015   A   1,721     (4) 09/09/2025 Common Stock 1,721 $ 0 24,018 (5) D  
Explanation of Responses:
1. Represents shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to the reporting person's continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016, provided the issuer has met or exceeded the applicable annual specified stock price increase targets.
2. Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the vesting of a restricted stock grant on September 4, 2015.
3. Represents shares of restricted common stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Subject to the reporting person's continued employment with the issuer, the shares will vest in four equal annual installments beginning on September 9, 2016.
4. This option to purchase common stock will become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 9, 2016. Subject to the reporting person's continued employment with the issuer, this option will become fully exercisable on September 9, 2019.
5. Includes options to purchase common stock of Mattress Firm Holding Corp. having varying exercise dates, expiration dates and exercise prices.
6. Reflects a reduction of shares of restricted stock withheld to cover taxes payable by the reporting person due to the vesting of a restricted stock grant on September 4, 2014.
/s/ Sam Woods 09/11/2015
** 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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