MFRM Pengajuan SEC - Mattress Firm Group Inc- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mattress Firm Group Inc

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

February 7, 2017	SC 13G/A	MFRM / Mattress Firm Holding Corp. / PRUDENTIAL FINANCIAL INC Passive Investment 13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.
September 26, 2016	15-12B	Mattress Firm Holding 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35354 MATTRESS FIRM HOLDING CORP. (Exact name of registrant as specified
September 16, 2016	S-8 POS	Mattress Firm Holding S-8 POS As filed with the Securities and Exchange Commission on September 16, 2016 Registration No.
September 16, 2016	POSASR	Mattress Firm Holding POSASR As filed with the Securities and Exchange Commission on September 16, 2016 Registration No.
September 16, 2016	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction (Commission (IRS Employer
September 16, 2016	EX-99.1	STEINHOFF COMPLETES ACQUISITION OF MATTRESS FIRM Exhibit 99.1 FOR IMMEDIATE RELEASE STEINHOFF COMPLETES ACQUISITION OF MATTRESS FIRM HOUSTON, September 16, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp. (?Mattress Firm? or the ?Company?), the nation?s largest mattress retailer, today announced the completion of its previously announced acquisition by Steinhoff International Holdings N.V. (?Steinhoff?) (FRANKFURT: SNH). The acquisition was fir
September 16, 2016	EX-3.2	MATTRESS FIRM HOLDING CORP. BY-LAWS MEETINGS OF STOCKHOLDERS Exhibit 3.2 MATTRESS FIRM HOLDING CORP. BY-LAWS MEETINGS OF STOCKHOLDERS Place of Meeting and Notices. Meetings of the stockholders of Mattress Firm Holding Corp., a Delaware corporation (the ?Corporation?) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Annual and Special Meetings. Annual meetings of stockholders shall be held, a
September 16, 2016	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MATTRESS FIRM HOLDING CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MATTRESS FIRM HOLDING CORP. FIRST: The name of the corporation (the Corporation) is: Mattress Firm Holding Corp. SECOND: The address of the Corporations registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, New Castle County. The name of the Corporations r
September 16, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / CHILDS JOHN W - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment Amendment No. 6 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Mattress Firm Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W 106 (CUSIP Number) Adam Suttin J.W. Childs Associates, L.P. 500 Totten Pond Road, 6th Floor Waltham, MA 02451 (61
September 14, 2016	SC 14D9/A	Mattress Firm Holding SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities)
September 14, 2016	EX-99.(A)(5)(H)	STEINHOFF COMPLETES TENDER OFFER FOR OUTSTANDING SHARES OF MATTRESS FIRM Exhibit (a)(5)(H) FOR IMMEDIATE RELEASE STEINHOFF COMPLETES TENDER OFFER FOR OUTSTANDING SHARES OF MATTRESS FIRM HOUSTON, September 14, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp.
September 14, 2016	EX-99.(A)(5)(III)	Steinhoff International Holdings NV Completes Tender Offer for Outstanding Shares of Mattress Firm Holding Corp. Exhibit (a)(5)(iii) Steinhoff International Holdings NV Completes Tender Offer for Outstanding Shares of Mattress Firm Holding Corp.
September 14, 2016	SC TO-T/A	Mattress Firm Holding SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Mattress Firm Holding Corp. (Name of Subject Company (Issuer)) Stripes Acquisition Corp. a direct wholly-owned subsidiary of Stripes US Holding, Inc. a direct wholly-owned subsidiary of Steinhoff Inter
September 13, 2016	SC 14D9/A	Mattress Firm Holding SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities)
September 13, 2016	EX-99.(A)(5)(F)	Mattress Firm Employee Equity Holders Exhibit (a)(5)(F) To: Mattress Firm Employee Equity Holders From: Human Resources Date: September 13, 2016 RE: Treatment of Mattress Firm Holding Corp.
September 12, 2016	10-Q	Mattress Firm Holding 10-Q (Quarterly Report) mfrmCurrent Folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
September 9, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction (Commission (IRS Employer o
September 9, 2016	EX-99.1	MATTRESS FIRM ANNOUNCES SECOND FISCAL QUARTER FINANCIAL RESULTS — Fiscal Q2 Net Sales Increased 48.2% Over Prior Year — — Sleepy’s Integration Continues to Progress As Planned — Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES SECOND FISCAL QUARTER FINANCIAL RESULTS ? Fiscal Q2 Net Sales Increased 48.2% Over Prior Year ? ? Sleepy?s Integration Continues to Progress As Planned ? HOUSTON, September 9, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp. (the ?Company?) (NASDAQ: MFRM), the nation?s largest specialty mattress retailer, today announced its financial res
August 29, 2016	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission
August 29, 2016	EX-99.1	5815 Gulf Freeway · Houston, TX · 77023 · Phone: +1 713-923-1090 · Fax: +1 713-923-1096 Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES EARLY TERMINATION OF HSR ACT WAITING PERIOD IN CONNECTION WITH THE PROPOSED ACQUISITION BY STEINHOFF HOUSTON, August 29, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp. (?Mattress Firm? or the ?Company?) (NASDAQ: MFRM), the nation?s largest mattress retailer, announced that on August 26, 2016, the Company and Steinhoff International Hold
August 29, 2016	EX-99.(A)(5)(E)	5815 Gulf Freeway · Houston, TX · 77023 · Phone: +1 713-923-1090 · Fax: +1 713-923-1096 Exhibit (a)(5)(E) FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES EARLY TERMINATION OF HSR ACT WAITING PERIOD IN CONNECTION WITH THE PROPOSED ACQUISITION BY STEINHOFF HOUSTON, August 29, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp.
August 29, 2016	SC 14D9/A	Mattress Firm Holding AMENDMENT TO TENDER OFFER SOLICITATION / RECOMMENDATION STATEMENTS FILED UNDER RULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities)
August 29, 2016	SC TO-T/A	Mattress Firm Holding SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Mattress Firm Holding Corp. (Name of Subject Company (Issuer)) Stripes Acquisition Corp. a direct wholly-owned subsidiary of Stripes US Holding, Inc. a direct wholly-owned subsidiary of Steinhoff Inter
August 25, 2016	EX-99.(A)(5)(D)	Are we still an American company? Exhibit (a)(5)(D) Are we still an American company? We are still the same great company that we always have been.
August 25, 2016	SC 14D9/A	Mattress Firm Holding SC 14D9/A SC 14D9/A 1 a16-167563sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0
August 25, 2016	EX-99.(A)(5)(D)	Are we still an American company? Exhibit (a)(5)(D) Are we still an American company? We are still the same great company that we always have been.
August 25, 2016	SC 14D9/A	Mattress Firm Holding SC 14D9/A SC 14D9/A 1 a16-167563sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0
August 25, 2016	SC TO-T/A	Mattress Firm Holding SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Mattress Firm Holding Corp. (Name of Subject Company (Issuer)) Stripes Acquisition Corp. a direct wholly-owned subsidiary of Stripes US Holding, Inc. a direct wholly-owned subsidiary of Steinhoff Inter
August 25, 2016	SC TO-T/A	Mattress Firm Holding SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Mattress Firm Holding Corp. (Name of Subject Company (Issuer)) Stripes Acquisition Corp. a direct wholly-owned subsidiary of Stripes US Holding, Inc. a direct wholly-owned subsidiary of Steinhoff Inter
August 16, 2016	SC 13D	MFRM / Mattress Firm Holding Corp. / Steinhoff International Holdings N.V. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Mattress Firm Holding Corp. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 57722W106 (CUSIP Number) Steinhoff International Holdings N.V. Block D, De Wagenweg
August 16, 2016	EX-99.(D)(6)	SUPPORT AGREEMENT Exhibit (d)(6) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(6)	SUPPORT AGREEMENT Exhibit (d)(6) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(4)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(4) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(A)(1)(VI)	This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated August 16, 2016, and the related Letter of Transmittal and a Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
August 16, 2016	EX-99.(D)(11)	SUPPORT AGREEMENT Exhibit (d)(11) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(A)(1)(V)	Offer To Purchase For Cash All Outstanding Shares of Common Stock MATTRESS FIRM HOLDING CORP. $64.00 PER SHARE Pursuant to the Offer to Purchase, dated August 16, 2016, STRIPES ACQUISITION CORP., a direct wholly-owned subsidiary of STRIPES US HOLDING QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MATTRESS FIRM HOLDING CORP.
August 16, 2016	EX-99.(D)(1)	Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.V., STRIPES US HOLDING, INC., STRIPES ACQUISITION CORP. MATTRESS FIRM HOLDING CORP. Exhibit (d)(1) Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.
August 16, 2016	EX-99.(D)(13)	SUPPORT AGREEMENT Exhibit (d)(13) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(2)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(2) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(E)(15)	[MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(15) [MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 February 3, 2016 Dear Kindel Elam, I am writing you to thank you for your valued service to Mattress Firm and to inform you that your base salary will be increased from $285,000 to $325,000, effective February 3, 2016. This annualized increase of $40,000 represents a 14% increase in pay. Equity Provided that yo
August 16, 2016	EX-99.(B)(2)	AMENDMENT AGREEMENT dated 10 August 2016 STEINHOFF EUROPE AG as the Company J.P. MORGAN EUROPE LIMITED acting as Agent relating to a facilities agreement dated 5 August 2016 Ref: L-241480 Linklaters LLP Exhibit (b)(2) EXECUTION VERSION AMENDMENT AGREEMENT dated 10 August 2016 for STEINHOFF EUROPE AG as the Company and J.
August 16, 2016	EX-99.(D)(12)	SUPPORT AGREEMENT Exhibit (d)(12) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(E)(17)	Mattress Firm Holding Corp. Severance Pay Plan Exhibit (e)(17) Mattress Firm Holding Corp. Severance Pay Plan 1.0 GENERAL OVERVIEW Mattress Firm, Inc. (the ?Company?) adopts this Severance Pay Plan (the ?Plan?) for eligible employees of the Company and its subsidiaries (together with the Company, ?we,? ?our, and ?MFRM?) effective as of November 1, 2015. The purpose of this document is to describe the benefits that are offered to eligible assoc
August 16, 2016	SC 14D9	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MAT SC 14D9 1 a2229489zsc14d9.htm SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Nam
August 16, 2016	EX-99.(E)(12)	[MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(12) [MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 May 8, 2015 Dear Cathy Hauslein, I am writing you to inform you that we have adjusted your EBITDA bonus from 30% to 35%, effective your original start date of April 28, 2014.
August 16, 2016	EX-99.(D)(3)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(3) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(10)	SUPPORT AGREEMENT Exhibit (d)(10) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(8)	SUPPORT AGREEMENT Exhibit (d)(8) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(A)(1)(I)	Offer to Purchase for Cash All Outstanding Shares of Common Stock MATTRESS FIRM HOLDING CORP. $64.00 PER SHARE STRIPES ACQUISITION CORP., a direct wholly-owned subsidiary of STRIPES US HOLDING, INC., a direct wholly-owned subsidiary of STEINHOFF INTE QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of MATTRESS FIRM HOLDING CORP.
August 16, 2016	EX-99.(A)(1)(IV)	Offer To Purchase For Cash All Outstanding Shares of Common Stock MATTRESS FIRM HOLDING CORP. $64.00 PER SHARE Pursuant to the Offer to Purchase, dated August 16, 2016, STRIPES ACQUISITION CORP., a direct wholly-owned subsidiary of STRIPES US HOLDING Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock of MATTRESS FIRM HOLDING CORP.
August 16, 2016	EX-99.(D)(1)	Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.V., STRIPES US HOLDING, INC., STRIPES ACQUISITION CORP. MATTRESS FIRM HOLDING CORP. Exhibit (d)(1) Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.
August 16, 2016	EX-99.(D)(9)	SUPPORT AGREEMENT Exhibit (d)(9) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(E)(12)	[MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(12) [MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 May 8, 2015 Dear Cathy Hauslein, I am writing you to inform you that we have adjusted your EBITDA bonus from 30% to 35%, effective your original start date of April 28, 2014.
August 16, 2016	EX-99.(E)(11)	[Mattress Firm Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(11) [Mattress Firm Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 July 11, 2013 Matt Forbes Dear Matt: Mattress Firm, Inc. (MFI) is pleased to extend to you the position of Divisional Vice President, as a full-time employee, reporting directly to Ken Murphy, effective on or before August 1, 2013. This letter will serve to confirm our understanding of your acceptance
August 16, 2016	EX-99.(E)(8)	[MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 EX-99.(E)(8) 2 a2229489zex-99e8.htm EX-99.(E)(8) Exhibit (e)(8) [MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 May 26, 2016 Dear Karrie Forbes, I am writing you to inform you that your base salary will be increased from $325,000 to $400,000, effective April 6, 2016. This annualized increase of $75,000 represents a 23.1% increase in pay. In addition to your salary, you will be eligible to
August 16, 2016	SC TO-T	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Mattress Firm Holding Corp. (Name of Subject Company (Issuer)) Stripe QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 16, 2016	EX-99.(E)(13)	[MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(13) [MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 February 3, 2016 Dear Craig McAndrews, I am writing you to thank you for your valued service to Mattress Firm and to inform you that there are some changes to your bonus and equity opportunity, effective February 3, 2016. Compensation & Bonus Your base compensation remains the same. You are eligible to particip
August 16, 2016	EX-99.(E)(16)	THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT Exhibit (e)(16) THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT THE EXECUTIVE NONQUALIFIED EXCESS PLAN Section 1.
August 16, 2016	EX-99.(E)(8)	[MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 EX-99.(E)(8) 2 a2229489zex-99e8.htm EX-99.(E)(8) Exhibit (e)(8) [MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 May 26, 2016 Dear Karrie Forbes, I am writing you to inform you that your base salary will be increased from $325,000 to $400,000, effective April 6, 2016. This annualized increase of $75,000 represents a 23.1% increase in pay. In addition to your salary, you will be eligible to
August 16, 2016	EX-99.(D)(14)	SUPPORT AGREEMENT Exhibit (d)(14) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(3)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(3) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	SC 14D9	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MAT SC 14D9 1 a2229489zsc14d9.htm SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Nam
August 16, 2016	SC 13D	MFRM / Mattress Firm Holding Corp. / Steinhoff International Holdings N.V. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Mattress Firm Holding Corp. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 57722W106 (CUSIP Number) Steinhoff International Holdings N.V. Block D, De Wagenweg
August 16, 2016	EX-99.(E)(17)	Mattress Firm Holding Corp. Severance Pay Plan Exhibit (e)(17) Mattress Firm Holding Corp. Severance Pay Plan 1.0 GENERAL OVERVIEW Mattress Firm, Inc. (the ?Company?) adopts this Severance Pay Plan (the ?Plan?) for eligible employees of the Company and its subsidiaries (together with the Company, ?we,? ?our, and ?MFRM?) effective as of November 1, 2015. The purpose of this document is to describe the benefits that are offered to eligible assoc
August 16, 2016	EX-99.(D)(7)	SUPPORT AGREEMENT Exhibit (d)(7) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(14)	SUPPORT AGREEMENT Exhibit (d)(14) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(5)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(5) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(12)	SUPPORT AGREEMENT Exhibit (d)(12) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(8)	SUPPORT AGREEMENT Exhibit (d)(8) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(11)	SUPPORT AGREEMENT Exhibit (d)(11) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	SC TO-T	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Mattress Firm Holding Corp. (Name of Subject Company (Issuer)) Stripe QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 16, 2016	EX-99.(E)(14)	[MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(14) [MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 May 26, 2016 Dear Sam Woods, Mattress Firm is pleased to offer you the role of Divisional Vice President effective on May 6, 2016.
August 16, 2016	EX-99.(E)(15)	[MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(15) [MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 February 3, 2016 Dear Kindel Elam, I am writing you to thank you for your valued service to Mattress Firm and to inform you that your base salary will be increased from $285,000 to $325,000, effective February 3, 2016. This annualized increase of $40,000 represents a 14% increase in pay. Equity Provided that yo
August 16, 2016	EX-99.(E)(14)	[MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(14) [MFRM Logo] MFRM · 5815 Gulf Freeway · Houston, TX 77023 May 26, 2016 Dear Sam Woods, Mattress Firm is pleased to offer you the role of Divisional Vice President effective on May 6, 2016.
August 16, 2016	EX-99.(D)(13)	SUPPORT AGREEMENT Exhibit (d)(13) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(B)(1)	U.S.$4,000,000,000 ACQUISITION FACILITIES AGREEMENT dated 5 August 2016 STEINHOFF FINANCE HOLDING GMBH, STEINHOFF MÖBEL HOLDING ALPHA GMBH, STEINHOFF EUROPE AG and STRIPES US HOLDING, INC. BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BANK OF Exhibit (b)(1) EXECUTION VERSION U.S.$4,000,000,000 ACQUISITION FACILITIES AGREEMENT dated 5 August 2016 for STEINHOFF FINANCE HOLDING GMBH, STEINHOFF M?BEL HOLDING ALPHA GMBH, STEINHOFF EUROPE AG and STRIPES US HOLDING, INC. with BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, BANK OF AMERICA, N.A. and J.P. MORGAN LIMITED as Arrangers with J.P. MORGAN EUROPE LIMITED acting as Agent Ref: L-24
August 16, 2016	EX-99.(E)(13)	[MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(13) [MFRM Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 February 3, 2016 Dear Craig McAndrews, I am writing you to thank you for your valued service to Mattress Firm and to inform you that there are some changes to your bonus and equity opportunity, effective February 3, 2016. Compensation & Bonus Your base compensation remains the same. You are eligible to particip
August 16, 2016	EX-99.(E)(11)	[Mattress Firm Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 Exhibit (e)(11) [Mattress Firm Logo] Mattress Firm, Inc. · 5815 Gulf Freeway · Houston, TX 77023 July 11, 2013 Matt Forbes Dear Matt: Mattress Firm, Inc. (MFI) is pleased to extend to you the position of Divisional Vice President, as a full-time employee, reporting directly to Ken Murphy, effective on or before August 1, 2013. This letter will serve to confirm our understanding of your acceptance
August 16, 2016	EX-99.(A)(1)(III)	NOTICE OF GUARANTEED DELIVERY For Tender of All Outstanding Shares of Common Stock MATTRESS FIRM HOLDING CORP. $64.00 PER SHARE Pursuant to the Offer to Purchase, dated August 16, 2016, STRIPES ACQUISITION CORP., a direct wholly-owned subsidiary of S QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of All Outstanding Shares of Common Stock of MATTRESS FIRM HOLDING CORP.
August 16, 2016	EX-99.(E)(16)	THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT Exhibit (e)(16) THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT THE EXECUTIVE NONQUALIFIED EXCESS PLAN Section 1.
August 16, 2016	EX-15	JOINT FILING AGREEMENT EXHIBIT 15 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.
August 16, 2016	EX-99.(A)(1)(II)	LETTER OF TRANSMITTAL To Tender Shares of Common Stock MATTRESS FIRM HOLDING CORP. $64.00 PER SHARE Pursuant to the Offer to Purchase, dated August 16, 2016, STRIPES ACQUISITION CORP., a direct wholly-owned subsidiary of STRIPES US HOLDING, INC., a d QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of MATTRESS FIRM HOLDING CORP.
August 16, 2016	EX-99.(D)(10)	SUPPORT AGREEMENT Exhibit (d)(10) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(9)	SUPPORT AGREEMENT Exhibit (d)(9) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(5)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(5) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(2)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(2) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(4)	TENDER AND SUPPORT AGREEMENT Exhibit (d)(4) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 16, 2016	EX-99.(D)(7)	SUPPORT AGREEMENT Exhibit (d)(7) SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this ?Agreement?), is by and among Steinhoff International Holdings N.
August 9, 2016	SC14D9C	Mattress Firm Holding SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP
August 9, 2016	SC14D9C	Mattress Firm Holding SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP
August 8, 2016	SC14D9C	Mattress Firm Holding SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTRESS FIRM HOLDING CORP. (Name of Subject Company) MATTRESS FIRM HOLDING CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP
August 8, 2016	EX-99.4	MFRM FAMILY OF BRANDS Exhibit 99.4 MFRM FAMILY OF BRANDS Why would we sell? This move provides a major win for our employees, guests and shareholders Affords us the opportunity to focus more on long-term decisions Allows us to tap into Steinhoffs supply chain, which affords us enhanced global buying power and economies of scale in household goods We are now part of the worlds largest multi-brand specialty mattress &
August 8, 2016	EX-99.5	5815 Gulf Freeway · Houston, TX · 77023 · Phone: +1 713-923-1090 · Fax: +1 713-923-1096 Exhibit 99.5 FOR IMMEDIATE RELEASE MATTRESS FIRM TO BE ACQUIRED BY STEINHOFF INTERNATIONAL FOR $64.00 PER SHARE IN CASH HOUSTON, August 8, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp. (?Mattress Firm? or the ?Company?) (NASDAQ: MFRM), the nation?s largest mattress retailer, today announced that the Company and Steinhoff International Holdings N.V. (?Steinhoff?) (FRANKFURT: SNH) have entered i
August 8, 2016	EX-99.6	Today’s announcement is an exciting and pivotal moment for Mattress Firm. We believe the potential Steinhoff acquisition is an ideal scenario for our employees, customers and shareholders. We will have the support and backing of a global powerhouse t Exhibit 99.6 Today?s announcement is an exciting and pivotal moment for Mattress Firm. We believe the potential Steinhoff acquisition is an ideal scenario for our employees, customers and shareholders. We will have the support and backing of a global powerhouse that will propel us even further toward our vision of becoming the preferred choice for better sleep. We have been working hard to coalesc
August 8, 2016	EX-99.1	Steinhoff Key Messages Exhibit 99.1 Steinhoff Key Messages The cadence for these three messages is purposefully framed in a three-step approach that conveys first the emotion around the announcement, next reassurance that there will not be big changes that will negatively impact the company, our employees or its customers and last, answers the ?why?? and explains the rationale for the acquisition. ? Emotion ? excitement
August 8, 2016	EX-99.3	Date: Monday, August 8, 2016 EX-99.3 4 a16-163422ex99d3.htm EX-99.3 Exhibit 99.3 Date: Monday, August 8, 2016 From: Ken Murphy, President and CEO – Mattress Firm To: All Mattress Firm Employees Subject: Mattress Firm and Steinhoff Today is a groundbreaking day for our company. We are thrilled to announce that Mattress Firm Holding Corp. and Steinhoff International Holdings N.V. have entered into a definitive merger agreement
August 8, 2016	EX-99.2	Date: Monday, Aug. 8, 2016 EX-99.2 3 a16-163422ex99d2.htm EX-99.2 Exhibit 99.2 Date: Monday, Aug. 8, 2016 From: Ken Murphy (President and CEO – Mattress Firm Holding Corp.) To: Equity Grant Recipients Subject: Information on your Equity As you have likely read by now, we announced today that Mattress Firm Holding Corp. and Steinhoff International Holdings N.V. have entered into a definitive merger agreement under which Stei
August 8, 2016	SC TO-C	Mattress Firm Holding SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Mattress Firm Holding Corp. (Name of Subject Company (Issuer)) Stripes Acquisition Corp. a direct wholly-owned subsidiary of Stripes US Holding, Inc. a direct wholly-owned subsidiary of Steinhoff International Holdings
August 8, 2016	EX-99.1	Steinhoff International Holdings NV to Acquire Mattress Firm Holding Corporation for $64.00 per Share Exhibit 99.1 Steinhoff International Holdings NV to Acquire Mattress Firm Holding Corporation for $64.00 per Share Stellenbosch ? August 7, 2016 -Steinhoff (FRANKFURT: SNH) and Mattress Firm (NASDAQ: MFRM) today announced that they have entered into a definitive merger agreement under which Steinhoff will, subject to the successful consummation of a cash tender offer, acquire Mattress Firm for $64
August 8, 2016	EX-99.2	ACQUISITION OF MATTRESS FIRM HOLDING CORPORATION ANALYST AND MEDIA PRESENTATION 8 AUGUST 2016 Exhibit 99.2 ACQUISITION OF MATTRESS FIRM HOLDING CORPORATION ANALYST AND MEDIA PRESENTATION 8 AUGUST 2016 NOTICES REGARDING INFORMATION CONTAINED IN THIS PRESENTATION The tender offer described herein, which has not yet commenced, will be made for the common stock, par value $0.01 per share, of Mattress Firm Holding Corp. (?Mattress Firm?). This presentation is for informational purposes only and
August 8, 2016	EX-3.1	MATTRESS FIRM HOLDING CORP. (the “Corporation”) AMENDED & RESTATED BYLAWS SECTION 1 - STOCKHOLDERS Exhibit 3.1 MATTRESS FIRM HOLDING CORP. (the “Corporation”) AMENDED & RESTATED BYLAWS SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders for the election of directors to succeed those whose term expire and for the transaction of such other business as may properly come before the meeting shall be held at the place, if any, within or without the State of Del
August 8, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / CHILDS JOHN W - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment Amendment No. 5 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Mattress Firm Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W 106 (CUSIP Number) Adam Suttin J.W. Childs Associates, L.P. 1000 Winter Street, Suite 4300 Waltham, MA 02451 (617
August 8, 2016	EX-99.2	TENDER AND SUPPORT AGREEMENT Exhibit 99.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Stripes Acquisition
August 8, 2016	EX-2.1	Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.V., STRIPES US HOLDING, INC., STRIPES ACQUISITION CORP. MATTRESS FIRM HOLDING CORP. Exhibit 2.1 Dated August 6, 2016 AGREEMENT AND PLAN OF MERGER by and among STEINHOFF INTERNATIONAL HOLDINGS N.V., STRIPES US HOLDING, INC., STRIPES ACQUISITION CORP. and MATTRESS FIRM HOLDING CORP. Linklaters LLP 1345 Avenue of the Americas New York, NY 10105 Telephone (+1) 212 903 9000 Facsimile (+1) 212 903 9100 Ref L-241480 Table of Contents Contents Page 1 The Transactions 5 1.1 The Offer 5 1.
August 8, 2016	EX-99.4	SUPPORT AGREEMENT EX-99.4 7 a16-163421ex99d4.htm EX-99.4 Exhibit 99.4 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Str
August 8, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / Berkshire Partners Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.
August 8, 2016	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2016 MATTRESS FIRM HOLD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission
August 8, 2016	EX-99.3	SUPPORT AGREEMENT Exhibit 99.3 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of August 6, 2016 (this “Agreement”), is by and among Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands (Naamloze Vennootschap) (“Parent”), Stripes US Holding, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“HoldCo”), Stripes Acquisition Corp., a Delaware corp
August 8, 2016	EX-99.1	5815 Gulf Freeway · Houston, TX · 77023 · Phone: +1 713-923-1090 · Fax: +1 713-923-1096 Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM TO BE ACQUIRED BY STEINHOFF INTERNATIONAL FOR $64.00 PER SHARE IN CASH HOUSTON, August 8, 2016 /BUSINESSWIRE/ — Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”) (NASDAQ: MFRM), the nation’s largest mattress retailer, today announced that the Company and Steinhoff International Holdings N.V. (“Steinhoff”) (FRANKFURT: SNH) have entered i
July 28, 2016	EX-99.1	AGREEMENT JOINT FILING OF SCHEDULE 13D EX-99.1 2 v445262ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Mattress Firm Holding Corp., and hereby affirm that such Schedule 13D is being filed on behalf of each of the unders
July 28, 2016	EX-99.2	EXHIBIT 2 EX-99.2 3 v445262ex2.htm EXHIBIT 2 EXHIBIT 2 TRANSACTIONS Exhibit 2 to Schedule 13D (Amendment No. 11) filed on July 20, 2016 by the Reporting Persons (“Prior Exhibit 2”) is incorporated herein by reference. Together with Prior Exhibit 2, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Person
July 28, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / 40 North Management LLC - SC 13D/A Activist Investment SC 13D/A 1 v445262sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 12)* Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New
July 20, 2016	EX-99.2	EXHIBIT 2 EX-99.2 3 v442421ex2.htm EXHIBIT 2 EXHIBIT 2 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on July 19, 2016. Except as noted, all such transactions were purchases or
July 20, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / 40 North Management LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 11)* Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600 (
July 20, 2016	EX-99.1	AGREEMENT JOINT FILING OF SCHEDULE 13D EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Mattress Firm Holding Corp.
June 13, 2016	10-Q	Mattress Firm Holding 10-Q (Quarterly Report) 10-Q 1 mfrm-20160503x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended May 3, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period
June 9, 2016	EX-99.1	MATTRESS FIRM ANNOUNCES FIRST FISCAL QUARTER FINANCIAL RESULTS — Net Sales Increased 49.2% Over Prior Year — — Announces Plan to Consolidate All Stores Under the Mattress Firm Banner Nationwide — — Provides Guidance for Q2 and Updates Full Fiscal Yea Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES FIRST FISCAL QUARTER FINANCIAL RESULTS Net Sales Increased 49.2% Over Prior Year Announces Plan to Consolidate All Stores Under the Mattress Firm Banner Nationwide Provides Guidance for Q2 and Updates Full Fiscal Year 2016 Guidance HOUSTON, June 9, 2016 /BUSINESSWIRE/ Mattress Firm Holding Corp. (the Company) (NASDAQ: MFRM)
June 9, 2016	EX-10.1	Vendor Supply Agreement Exhibit 10.1 The use of ?[***]? in this Exhibit indicates that a confidential portion has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Vendor Supply Agreement This Vendor Supply Agreement (the ?Agreement?) is made and entered into as of the 9th day of June, 2016 (the ?Effective Date?), bet
June 9, 2016	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission Fi
June 3, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / Berkshire Partners Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.
June 1, 2016	8-K	Submission of Matters to a Vote of Security Holders 8-K 1 a16-1266818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of In
April 21, 2016	DEF 14A	Mattress Firm Holding DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 20, 2016	8-K/A	Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commiss
April 20, 2016	EX-99.2	Index to Consolidated Financial Statements Consolidated Statements of Financial Position January 2, 2016 and January 3, 2015 Consolidated Statements of Operations and Comprehensive Income For the Years Ended January 2, 2016 and January 3, 2015 Consol Exhibit 99.2 HMK Mattress Holdings LLC Index to Consolidated Financial Statements HMK Mattress Holdings LLC Audited Financial Statements Independent Auditor?s Report F-2 Consolidated Statements of Financial Position as of January 2, 2016 and January 3, 2015 F-3 Consolidated Statements of Operations and Comprehensive Income for the Years Ended January 2, 2016 and January 3, 2015 F-4 Consolidated St
April 20, 2016	EX-99.3	UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.3 4 a16-80381ex99d3.htm EX-99.3 Exhibit 99.3 UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On February 5, 2016, Mattress Firm, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Mattress Firm Holding Corp., a Delaware corporation (the “Company”) acquired all of the outstanding equity interests in HMK Mattress Holdings LLC (“Sleepy’s”) for an aggregate purchase
April 8, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / Berkshire Partners Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.
April 4, 2016	EX-10.1	CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE Exhibit 10.1 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release (this ?Agreement?), dated effective as of 5:00 p.m. (local time) on April 1, 2016 (the ?Effective Date?), is made by and between MATTRESS FIRM, INC., a Delaware corporation, individually and on behalf of its and its parent companies and subsidiaries (together ?MFRM? or the
April 4, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission F
April 4, 2016	10-K	Mattress Firm Holding 10-K (Annual Report) mfrmCurrent Folio10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
April 4, 2016	EX-10.12	MFRM • 5815 Gulf Freeway • Houston, TX 77023 EX-10.12 4 mfrm-20160202ex1012e787f.htm EX-10.12 Exhibit 10.12 MFRM • 5815 Gulf Freeway • Houston, TX 77023 August 20, 2015 Dear Karrie Forbes, I am writing you to inform you that due to your valued service to MFRM Family of Brands, effective August 5, 2015, your compensation will be increased from $310,000 to $325,000. This annualized increase of $15,000 represents a 4.84% increase in pay. We app
April 4, 2016	EX-10.29	Independent Director Compensation Policy Exhibit 10.29 Approved by the Compensation Committee of the Board of Directors December 16, 2015 Independent Director Compensation Policy 1. Base Compensation. Mattress Firm Holding Corp. (the “Company”) shall pay each director who meets the criteria for each of (i) “outside director,” as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended, (ii) “non-employee direc
April 4, 2016	EX-10.7	CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE Exhibit 10.7 CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and among Dale R. Carlsen ("Employee") and Mattress Firm Holding Corp., Mattress Firm, Inc., Mattress Holding Corp. and each of their affiliates including but not limited to The Sleep Train, Inc. (collectively hereinafter referred to as the “Mattress Firm” or "
April 4, 2016	EX-10.11	MFRM • 5815 Gulf Freeway • Houston, TX 77023 Exhibit 10.11 MFRM • 5815 Gulf Freeway • Houston, TX 77023 February 23, 2015 Dear Karrie Forbes: Mattress Firm, Inc. (Mattress Firm) is pleased to extend to you the position of Chief Business Officer, as a full-time employee, reporting directly to Steve Stagner, effective on or before March 4, 2015, or at a mutually agreed upon date. Compensation Effective May 6, 2015, subject to board approval, y
April 4, 2016	EX-10.10	CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE Exhibit 10.10 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release (this “Agreement”), dated effective as of 5:00 p.m. (local time) on April 1, 2016 (the “Effective Date”), is made by and between MATTRESS FIRM, INC., a Delaware corporation, individually and on behalf of its and its parent companies and subsidiaries (together “MFRM” or the
April 4, 2016	EX-21.1	Jurisdiction of Organization Exhibit 21.1 Name Jurisdiction of Organization Mattress Intermediate Holdings, Inc. (1) Delaware Mattress Holdco, Inc. (2) Delaware Mattress Holding Corp. (3) Delaware Mattress Firm, Inc. (4) Delaware Mattress Firm—Vision Park, LLC (4) Delaware The Mattress Venture, LLC (5) Texas Maggie’s Enterprises, LLC (5) Virginia Mattress Firm—Arizona, LLC (5) Arizona Metropolitan Mattress Corporation (6) Ari
March 28, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / Berkshire Partners Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.
March 21, 2016	424B7	CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, $0.01 par va Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.
March 21, 2016	EX-10.1	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 21, 2016 by and among Kenneth E. Murphy III (the “Executive”), Mattress Firm Holding Corp., a Delaware corporation (“MFHC”) and Mattress Firm, Inc., a Delaware corporation (“MFI”) (MFHC and MFI are referred to herein collectively, as the “Company”). WHEREAS,
March 21, 2016	EX-99.1	MATTRESS FIRM ANNOUNCES FOURTH FISCAL QUARTER AND FULL FISCAL YEAR 2015 FINANCIAL RESULTS — Tenth Consecutive Quarter and Sixth Consecutive Year of Comparable-Store Sales Growth — — Achieved 90 basis points of Adjusted EBITDA Margin Improvement in Q4 EX-99.1 5 a16-68871ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES FOURTH FISCAL QUARTER AND FULL FISCAL YEAR 2015 FINANCIAL RESULTS — Tenth Consecutive Quarter and Sixth Consecutive Year of Comparable-Store Sales Growth — — Achieved 90 basis points of Adjusted EBITDA Margin Improvement in Q4 — — Q4 GAAP EPS Increased Approximately 95% to $0.37 and Adjusted EPS Increa
March 21, 2016	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2016 MATTRESS FIRM HOLD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission
March 21, 2016	EX-10.2	THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 21, 2016 by and among R. Stephen Stagner (the “Executive”), Mattress Firm Holding Corp., a Delaware corporation (“MFHC”) and Mattress Firm, Inc., a Delaware corporation (“MFI”) (MFHC and MFI are referred to herein collectively, as the “Company”).
March 21, 2016	EX-99.2	Mattress Firm Names Ken Murphy Next CEO — Steve Stagner Becomes Executive Chairman and Chairman of the Board — Exhibit 99.2 FOR IMMEDIATE RELEASE Mattress Firm Names Ken Murphy Next CEO ? Steve Stagner Becomes Executive Chairman and Chairman of the Board ? HOUSTON, March 21, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp. (the ?Company?) (NASDAQ: MFRM), the nation?s largest specialty mattress retailer, today announced that Ken Murphy has been appointed president and chief executive officer and Steve Stag
February 24, 2016	EX-99.1	MATTRESS FIRM ANNOUNCES PROPOSED CHANGES TO ITS BOARD OF DIRECTORS — Chris Hadley and Anil Seetharam Nominated to Join Board — — Three Directors Announce Planned Retirements — Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES PROPOSED CHANGES TO ITS BOARD OF DIRECTORS Chris Hadley and Anil Seetharam Nominated to Join Board Three Directors Announce Planned Retirements HOUSTON, February 24, 2016 /BUSINESSWIRE/ Mattress Firm Holding Corp. (the Company) (NASDAQ: MFRM), the nations largest specialty mattress retailer, today announced that Chris Hadley a
February 24, 2016	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissi
February 18, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / 40 North Management LLC - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 10)* Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600 (
February 18, 2016	EX-99.2	EXHIBIT 2 EX-99.2 3 v431418ex2.htm EXHIBIT 2 EXHIBIT 2 TRANSACTIONS Exhibit 2 to Schedule 13D (Amendment No. 9) filed on February 8, 2016 by the Reporting Persons (“Prior Exhibit 2”) is incorporated herein by reference. Together with Prior Exhibit 2, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Pers
February 18, 2016	EX-99.1	AGREEMENT JOINT FILING OF SCHEDULE 13D EX-99.1 2 v431418ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Mattress Firm Holding Corp., and hereby affirm that such Schedule 13D is being filed on behalf of each of the unders
February 16, 2016	SC 13G/A	MFRM / Mattress Firm Holding Corp. / Pennant Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 9, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / CHILDS JOHN W - AMENDMENT NO.4 TO SCHEDULE 13D Activist Investment Amendment No.4 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Mattress Firm Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W 106 (CUSIP Number) Adam Suttin J.W. Childs Associates, L.P. 1000 Winter Street, Suite 4300 Waltham, MA 02451 (617)
February 9, 2016	SC 13D	MFRM / Mattress Firm Holding Corp. / Berkshire Partners Holdings LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP.
February 8, 2016	EX-99.1	AGREEMENT JOINT FILING OF SCHEDULE 13D EX-99.1 2 v430809ex99-1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Mattress Firm Holding Corp., and hereby affirm that such Schedule 13D is being filed on behalf of each of the und
February 8, 2016	SC 13D/A	MFRM / Mattress Firm Holding Corp. / 40 North Management LLC - AMENDMENT TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 9)* Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600 (N
February 8, 2016	EX-99.2	EXHIBIT 2 EXHIBIT 2 TRANSACTIONS Exhibit 2 to Schedule 13D (Amendment No. 8) filed on December 18, 2015 by the Reporting Persons (“Prior Exhibit 2”) is incorporated herein by reference. Together with Prior Exhibit 2, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, incl
February 8, 2016	EX-99.3	EXHIBIT 3 EXHIBIT 3 February 8, 2016 Board of Directors Mattress Firm Holding Corp. 5815 Gulf Freeway Houston, TX 77023 To the Board of Directors: For over three years, investment funds managed by 40 North Management LLC (“40 North”) have been shareholders of Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”) and currently hold approximately 8.5% of the Company's common stock. As long-term share
February 8, 2016	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incor
February 5, 2016	EX-10.1	AMENDMENT NO. 1 TO ABL CREDIT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO ABL CREDIT AGREEMENT AMENDMENT No. 1, dated as of February 5, 2016 (this “Amendment No. 1”), to the Credit Agreement entered into as of October 20, 2014 (the “Original Credit Agreement”), among MATTRESS HOLDING CORP., a Delaware corporation (the “Borrower”), MATTRESS HOLDCO, INC., a Delaware corporation (“Holdings”), BARCLAYS BANK PLC, as administr
February 5, 2016	EX-10.2	AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT, dated as of February 5, 2016 (this ?Agreement?), by and among Mattress Holding Corp. (the ?Borrower?), Mattress Holdco, Inc. (?Holdings?), Barclays Bank PLC, as administrative agent and collateral agent (the ?Administrative Agent?), the lenders party hereto holding the 2016 I
February 5, 2016	EX-10.3	EMPLOYMENT AGREEMENT Exhibit 10.3 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of February , 2016 by and among Adam Blank (the “Executive”), Mattress Firm Holding Corp., a Delaware corporation (“MFHC”) and Mattress Firm, Inc., a Delaware corporation (“MFI”) (MFHC and MFI are referred to herein collectively, as the “Company”). WHEREAS, Executive currently serves as the
February 5, 2016	EX-99.1	MATTRESS FIRM COMPLETES ITS ACQUISITION OF SLEEPY’S — Combined Company Operates Nearly 3,500 Retail Stores and 80 Distribution Centers Across 48 States — — Anticipates EPS Accretion in Fiscal 2017, Increasing to High-single Digit EPS Accretion in Fis Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM COMPLETES ITS ACQUISITION OF SLEEPY?S ? Combined Company Operates Nearly 3,500 Retail Stores and 80 Distribution Centers Across 48 States ? ? Anticipates EPS Accretion in Fiscal 2017, Increasing to High-single Digit EPS Accretion in Fiscal 2018 ? ? Continues to Expect Annual Synergies of Approximately $40 million by Fiscal 2018 ? HOUSTON, February 5
February 5, 2016	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissio
February 3, 2016	EX-10.2	SHARE PURCHASE AGREEMENT Exhibit 10.2 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this ?Agreement?) is entered into as of February 3, 2016, by and among Mattress Firm Holding Corp., a Delaware corporation (?Parent?), Winter Street Opportunities Fund, L.P., a Delaware limited partnership (?Winter Street?), JWC Fund III Coinvest, LLC, a Delaware limited liability company (?JWC?), and R. Stephen Stagner, an indiv
February 3, 2016	EX-10.1	JOINDER TO CONTRIBUTION AGREEMENT Exhibit 10.1 JOINDER TO CONTRIBUTION AGREEMENT JOINDER TO CONTRIBUTION AGREEMENT (this ?Joinder?), effective as of February 3, 2016, is made by and among Mattress Firm Holding Corp., a Delaware corporation (?Parent?), Mattress Firm, Inc., a Delaware corporation and wholly owned subsidiary of Parent (?Buyer?), Adam Blank (?Original Contributor?), Adam Blank, as trustee of the Adam Blank 2012 GRAT (
February 3, 2016	EX-4.1	FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 4.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this ?Amendment?), dated as of February 3, 2016, by and among Mattress Firm, Inc., a Delaware corporation (the ?Buyer?), HMK Mattress Holdings LLC, a Delaware limited liability company (the ?Company?), CCP IV Holdings, LLC, a Delaware limited liability company (?CCP IV Blocker?), CXV
February 3, 2016	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissio
January 28, 2016	SC 13G/A	MFRM / Mattress Firm Holding Corp. / PRUDENTIAL FINANCIAL INC Passive Investment 13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.
January 19, 2016	EX-10.2	Third Amendment to Employment Agreement Exhibit 10.2 Third Amendment to Employment Agreement This Third Amendment (this ?Amendment?) is effective as of the 3rd day of February, 2016, between Kenneth E. Murphy III, an individual (?Executive?), Mattress Firm, Inc., a Delaware corporation (?MFI?), and Mattress Firm Holding Corp., a Delaware corporation (?MFRM?). WHEREAS, Executive, MFI and MFRM are parties to that certain Employment Agreem
January 19, 2016	EX-10.3	First Amendment to Employment Agreement Exhibit 10.3 First Amendment to Employment Agreement This First Amendment (this ?Amendment?) is effective as of the 3rd day of February, 2016, between Alexander S. Weiss, an individual (?Executive?), Mattress Firm, Inc., a Delaware corporation (?MFI?), and Mattress Firm Holding Corp., a Delaware corporation (?MFRM?). WHEREAS, Executive, MFI and MFRM are parties to that certain Employment Agreement
January 19, 2016	EX-10.1	Second Amendment to Second Amended and Restated Employment Agreement Exhibit 10.1 Second Amendment to Second Amended and Restated Employment Agreement This Second Amendment (this ?Amendment?) is effective as of the 3rd day of February, 2016, between R. Stephen Stagner, an individual (?Executive?), Mattress Holding Corp., a Delaware corporation (?MHC?), and Mattress Firm Holding Corp., a Delaware corporation (?MFRM?). WHEREAS, Executive, MHC and MFRM are parties to
January 19, 2016	8-K	Mattress Firm Holding CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissio
January 14, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a16-171028k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of
January 14, 2016	EX-99.1	Public Lender Presentation January 14, 2016 Note: Sleepy’s acquisition pending. EX-99.1 2 a16-17102ex99d1.htm EX-99.1 Exhibit 99.1 Public Lender Presentation January 14, 2016 Note: Sleepy’s acquisition pending. Notices Regarding Information Contained in This Presentation This presentation is intended to facilitate discussions with representatives of certain institutions regarding a potential debt offering of Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”). This
January 12, 2016	EX-99.1	MATTRESS FIRM ANNOUNCES EXPIRATION OF HSR WAITING PERIOD IN CONNECTION WITH ITS PROPOSED ACQUISITION OF SLEEPY’S — Acquisition Expected to Close on February 3, 2016 — Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES EXPIRATION OF HSR WAITING PERIOD IN CONNECTION WITH ITS PROPOSED ACQUISITION OF SLEEPY?S ? Acquisition Expected to Close on February 3, 2016 ? HOUSTON, January 12, 2016 /BUSINESSWIRE/ ? Mattress Firm Holding Corp. (the ?Company?) (NASDAQ: MFRM), the nation?s largest specialty mattress retailer, today announced that on January 11, 2016, the
January 12, 2016	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2016 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissio
December 22, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissi
December 22, 2015	EX-17.1	3 Waterway Square Place, Suite 110, The Woodlands, TX 77380 Tel (832) 442-2200 ? Fax (832) 442-2200 ? www.wasteconnections.com Exhibit 17.1 December 17, 2015 R. Stephen Stagner via email: [email protected] Chief Executive Officer Mattress Firm Inc. 5815 Gulf Freeway Houston, Texas 77023 Dear Steve, I have made the difficult decision to resign from the Mattress Firm Board of Directors, effective immediately. As previously discussed, I do not believe the current Board governance structure of having a minority s
December 18, 2015	EX-99.1	AGREEMENT JOINT FILING OF SCHEDULE 13D EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Mattress Firm Holding Corp., and hereby affirm that such Schedule 13D is being filed on behalf of each of t
December 18, 2015	EX-99.2	Transaction Date EX-99.2 3 ex99-2.htm TRANSACTIONS EXHIBIT 2 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on December 18, 2015. Except as noted, all such transactions were purchases
December 18, 2015	SC 13D/A	MFRM / Mattress Firm Holding Corp. / 40 North Management LLC - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8)* Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600 (N
December 11, 2015	SC 13G/A	Mattress Firm Holding 3G/A (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
December 8, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended November 3, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file numbe
December 8, 2015	EX-10.3	AMENDMENT TO MASTER RETAILER AGREEMENT Exhibit 10.3 AMENDMENT TO MASTER RETAILER AGREEMENT This AMENDMENT TO MASTER RETAILER AGREEMENT (this ?Amendment?), dated as of June 15, 2015 (the ?Effective Date?), is made by and between TEMPUR-PEDIC NORTH AMERICA, LLC, a Delaware limited liability company (?Vendor?), and MATTRESS FIRM, INC., a Delaware corporation (?Retailer?). WHEREAS, Vendor and Retailer are parties to that certain Master Ret
December 8, 2015	EX-10.1	ADDENDUM NO. 1 TO MASTER RETAILER AGREEMENT Exhibit 10.1 ADDENDUM NO. 1 TO MASTER RETAILER AGREEMENT This ADDENDUM NO. 1 TO MASTER RETAILER AGREEMENT (this ?Addendum?), dated as of January 1, 2015 (the ?Effective Date?), is made by and between TEMPUR-PEDIC NORTH AMERICA, LLC, a Delaware limited liability company (?Vendor?), and MATTRESS FIRM, INC., a Delaware corporation (?Retailer?). WHEREAS, Vendor and Retailer are parties to that certain
December 8, 2015	EX-10.4	AMENDMENT TO MASTER RETAILER AGREEMENT Exhibit 10.4 AMENDMENT TO MASTER RETAILER AGREEMENT This AMENDMENT TO MASTER RETAILER AGREEMENT (this “Amendment”), dated as of June 15, 2015 (the “Effective Date”), is made by and between SEALY MATTRESS COMPANY, an Ohio corporation (“Vendor”), and MATTRESS FIRM, INC., a Delaware corporation (“Retailer”). WHEREAS, Vendor and Retailer are parties to that certain Master Retailer Agreement, dated eff
December 8, 2015	EX-10.2	ADDENDUM NO. 1 TO MASTER RETAILER AGREEMENT Exhibit 10.2 ADDENDUM NO. 1 TO MASTER RETAILER AGREEMENT This ADDENDUM NO. 1 TO MASTER RETAILER AGREEMENT (this ?Addendum?), dated as of January 1, 2015 (the ?Effective Date?), is made by and between SEALY MATTRESS COMPANY, an Ohio corporation (?Vendor?), and MATTRESS FIRM, INC., a Delaware corporation (?Retailer?). WHEREAS, Vendor and Retailer are parties to that certain Master Retailer Agreement
December 7, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissio
December 7, 2015	EX-99.1	MATTRESS FIRM ANNOUNCES THIRD FISCAL QUARTER FINANCIAL RESULTS — Net Sales Increased 50.7% Over Prior Year with 3.8% Comparable-store Sales Growth — — Ninth Consecutive Quarter of Positive Comparable-Store Sales Growth — — Adjusted EBITDA Increased A Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES THIRD FISCAL QUARTER FINANCIAL RESULTS ? Net Sales Increased 50.7% Over Prior Year with 3.8% Comparable-store Sales Growth ? ? Ninth Consecutive Quarter of Positive Comparable-Store Sales Growth ? ? Adjusted EBITDA Increased Approximately 41% Over Prior Year ? ? GAAP EPS Increased Approximately 49% to $0.67 and Adjusted EPS Increased 17% t
November 30, 2015	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2015 MATTRESS FIRM H UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissi
November 30, 2015	EX-99.3	Mattress Firm’s Pending Acquisition of Sleepy’s November 30, 2015 Exhibit 99.3 Mattress Firm?s Pending Acquisition of Sleepy?s November 30, 2015 Forward Looking Statements and Non-GAAP Information This presentation contains forward-looking statements within the meaning of federal securities laws, that are subject to risks and uncertainties. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forwa
November 30, 2015	EX-2.2	CONTRIBUTION AGREEMENT Exhibit 2.2 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of November 25, 2015, by and among Mattress Firm Holding Corp., a Delaware corporation (“Parent”), Mattress Firm, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”), and Adam Blank (“Contributor”). WHEREAS, concurrently with the execution and delivery of this Agreement, th
November 30, 2015	EX-99.2	MATTRESS FIRM TO ACQUIRE SLEEPY’S — Solidifies Company’s Position as Largest Border-to-border, Coast-to-coast Mattress Specialty Retailer — — Combined Company will Operate Nearly 3,500 Retail Stores and 80 Distribution Centers Across 48 States — — An Exhibit 99.2 FOR IMMEDIATE RELEASE MATTRESS FIRM TO ACQUIRE SLEEPY?S ? Solidifies Company?s Position as Largest Border-to-border, Coast-to-coast Mattress Specialty Retailer ? ? Combined Company will Operate Nearly 3,500 Retail Stores and 80 Distribution Centers Across 48 States ? ? Anticipates Low Single-digit EPS Accretion in Year One Growing to Double-digit EPS Accretion in the Third Year Post-c
November 30, 2015	EX-2.1	SECURITIES PURCHASE AGREEMENT by and among MATTRESS FIRM, INC., as the Buyer, HMK MATTRESS HOLDINGS LLC, as the Company, CCP IV HOLDINGS, LLC, CXV HOLDINGS, LLC AND CCP IV SBS HOLDINGS, LLC, collectively, as the Blockers, THE SELLERS LISTED ON THE SI Exhibit 2.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT by and among MATTRESS FIRM, INC., as the Buyer, HMK MATTRESS HOLDINGS LLC, as the Company, CCP IV HOLDINGS, LLC, CXV HOLDINGS, LLC AND CCP IV SBS HOLDINGS, LLC, collectively, as the Blockers, THE SELLERS LISTED ON THE SIGNATURE PAGES ATTACHED HERETO, as the Sellers, and DAVID ACKER AND CALERA CAPITAL PARTNERS IV, L.P., together, as the Selle
November 30, 2015	EX-99.1	MATTRESS FIRM REPORTS PRELIMINARY SALES FOR THIRD FISCAL QUARTER — Net Sales Increased 50.7% on 3.8% Comparable-store Sales Growth — — Expects Adjusted EPS of Between $0.80 to $0.82 — — Reaffirms Midpoint of Full Year Fiscal 2015 Sales, Adjusted EBIT Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM REPORTS PRELIMINARY SALES FOR THIRD FISCAL QUARTER — Net Sales Increased 50.7% on 3.8% Comparable-store Sales Growth — — Expects Adjusted EPS of Between $0.80 to $0.82 — — Reaffirms Midpoint of Full Year Fiscal 2015 Sales, Adjusted EBITDA and Adjusted EPS Guidance — — Will Host Third Fiscal Quarter Earnings Conference Call on Monday, December 7th —
October 22, 2015	EX-99.1	Forward Looking Statements and Non-GAAP Information This presentation contains forward-looking statements within the meaning of federal securities laws, that are subject to risks and uncertainties. All statements other than statements of historical f Exhibit 99.1 [LOGO] Forward Looking Statements and Non-GAAP Information This presentation contains forward-looking statements within the meaning of federal securities laws, that are subject to risks and uncertainties. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements give our current expectations and pro
October 22, 2015	EX-99.2	MATTRESS FIRM PROVIDES LONG-TERM TARGETS THROUGH FISCAL 2018 — Anticipates 13% to 15% Adjusted EBITDA CAGR from the End of Fiscal 2015 through Fiscal 2018 — — Targets Over 20% Adjusted EPS CAGR from the End of Fiscal 2015 through Fiscal 2018 — — Reaf EX-99.2 3 a15-215531ex99d2.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE MATTRESS FIRM PROVIDES LONG-TERM TARGETS THROUGH FISCAL 2018 — Anticipates 13% to 15% Adjusted EBITDA CAGR from the End of Fiscal 2015 through Fiscal 2018 — — Targets Over 20% Adjusted EPS CAGR from the End of Fiscal 2015 through Fiscal 2018 — — Reaffirms Full Year Fiscal 2015 Sales, Adjusted EBITDA and Adjusted EPS Guidance
October 22, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissio
September 11, 2015	EX-10.2	First Amendment to Employment Agreement Exhibit 10.2 First Amendment to Employment Agreement This First Amendment (this ?Amendment?) is effective as of the 10th day of September, 2015, between Robert D. Killgore, an individual (?Executive?), Mattress Holding Corp., a Delaware corporation (?MHC?), and Mattress Firm Holding Corp., a Delaware corporation (?MFRM?). WHEREAS, Executive, MHC and MFRM are parties to that certain Employment Agre
September 11, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commiss
September 11, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended August 4, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number
September 11, 2015	EX-10.1	Second Amendment to Employment Agreement Exhibit 10.1 Second Amendment to Employment Agreement This Second Amendment (this ?Amendment?) is effective as of the 10th day of September, 2015, between Kenneth E. Murphy III, an individual (?Executive?), Mattress Holding Corp., a Delaware corporation (?MHC?), and Mattress Firm Holding Corp., a Delaware corporation (?MFRM?). WHEREAS, Executive, MHC and MFRM are parties to that certain Employment
September 11, 2015	EX-10.3	First Amendment to Employment Agreement Exhibit 10.3 First Amendment to Employment Agreement This First Amendment (this ?Amendment?) is effective as of the 10th day of September, 2015, between Dale R. Carlsen, an individual (?Executive?), Mattress Holding Corp., a Delaware corporation (?MHC?), and Mattress Firm Holding Corp., a Delaware corporation (?MFRM?). WHEREAS, Executive, MHC and MFRM are parties to that certain Employment Agreeme
September 11, 2015	EX-99.1	MATTRESS FIRM ANNOUNCES SECOND FISCAL QUARTER FINANCIAL RESULTS Net Sales Increased 61.2% Over Prior Year Eighth Consecutive Quarter of Positive Comparable-Store Sales Growth Adjusted EBITDA Increased Approximately 37.2% Over Prior Year Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES SECOND FISCAL QUARTER FINANCIAL RESULTS ? Net Sales Increased 61.2% Over Prior Year ? ? Eighth Consecutive Quarter of Positive Comparable-Store Sales Growth ? ? Adjusted EBITDA Increased Approximately 37.2% Over Prior Year ? ? Sleep Train Continues to Outperform Expectations and Chicago Improving ? ? Updates Full Year Adjusted EPS Guidance
September 11, 2015	EX-99.2	MATTRESS FIRM PROMOTES KEN MURPHY TO PRESIDENT AND ROB KILLGORE TO CHIEF OPERATING OFFICER Exhibit 99.2 FOR IMMEDIATE RELEASE MATTRESS FIRM PROMOTES KEN MURPHY TO PRESIDENT AND ROB KILLGORE TO CHIEF OPERATING OFFICER HOUSTON, September 11, 2015 /BUSINESSWIRE/ ? Mattress Firm Holding Corp. (the ?Company?) (NASDAQ: MFRM), the nation?s largest specialty mattress retailer, today announced that Ken Murphy has been promoted to president and Rob Killgore to chief operating officer. The Company
September 1, 2015	EX-99.2	Transaction Date EXHIBIT 2 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.
September 1, 2015	CORRESP	Mattress Firm Holding ESP CORRESP 1 filename1.htm September 1, 2015 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 Washington, D.C. 20549 Attention: Ms. Jennifer Thompson Re: Mattress Firm Holding Corp. Form 10-K for the Fiscal Year Ended February 3, 2015 Filed April 3, 2015 File No. 1-35354 Ladies and Gentlemen: On behalf of Mattress Firm Holding Corp. (the “Compa
September 1, 2015	EX-99.1	AGREEMENT JOINT FILING OF SCHEDULE 13D EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Mattress Firm Holding Corp.
September 1, 2015	SC 13D/A	MFRM / Mattress Firm Holding Corp. / 40 North Management LLC - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7)* Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600 (N
June 10, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 mfrm-20150505x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended May 5, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period
June 10, 2015	EX-31.(B)	CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO THE SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO THE SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Alex Weiss, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Mattress Firm Holding Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
June 10, 2015	EX-31.(A)	CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO THE SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO THE SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, R. Stephen Stagner, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Mattress Firm Holding Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material
June 10, 2015	EX-32.(B)	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Mattress Firm Holding Corp. (the “Company”) on Form 10-Q for the period ended May 5, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Alex Weiss, Chief Financial Officer of the Company, certify, pu
June 10, 2015	EX-32.(A)	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Mattress Firm Holding Corp. (the “Company”) on Form 10-Q for the period ended May 5, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, R. Stephen Stagner, Chief Executive Officer of the Company, cer
June 9, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission Fi
June 9, 2015	EX-99.1	MATTRESS FIRM ANNOUNCES FIRST FISCAL QUARTER FINANCIAL RESULTS — Net Sales Increased 68.7% Over Prior Year — — Seventh Consecutive Quarter of Positive Comparable-Store Sales Growth — — Sleep Train Operations Continue to Outperform Expectations — — St Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES FIRST FISCAL QUARTER FINANCIAL RESULTS ? Net Sales Increased 68.7% Over Prior Year ? ? Seventh Consecutive Quarter of Positive Comparable-Store Sales Growth ? ? Sleep Train Operations Continue to Outperform Expectations ? ? Strong Memorial Day Results; Chicago Market Gaining Strength ? ? Increases Sales Guidance and Reaffirms Adjusted EPS
June 2, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) Form 8-K 06022015 Annual Meeting Results UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
April 14, 2015	SC 13D/A	MFRM / Mattress Firm Holding Corp. / CHILDS JOHN W - AMENDMENT NO.3 TO SCHEDULE 13D Activist Investment Amendment No.3 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Mattress Firm Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W 106 (CUSIP Number) Adam Suttin J.W. Childs Associates, L.P. 1000 Winter Street, Suite 4300 Waltham, MA 02451 (617)
April 10, 2015	DEF 14A	Mattress Firm Holding DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14
April 9, 2015	EX-1.1	1,505,000 Shares MATTRESS FIRM HOLDING CORP. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT Exhibit 1.1 1,505,000 Shares MATTRESS FIRM HOLDING CORP. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT April 7, 2015 UBS Securities LLC 299 Park Avenue New York, New York 10171 Ladies and Gentlemen: Certain stockholders of Mattress Firm Holding Corp., a Delaware corporation (the ?Company?), named in Schedule 2 hereto (the ?Selling Stockholders?) propose to sell to UBS Securities L
April 9, 2015	424B7	CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, $0.01 par value 424B7 1 a2224156z424b7.htm 424B7 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus Supplement TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-197410 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of
April 9, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission F
April 8, 2015	EX-99.1	MATTRESS FIRM HOLDING CORP. ANNOUNCES PROPOSED SALE OF 1,505,000 SHARES OF COMMON STOCK BY SELLING STOCKHOLDERS Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM HOLDING CORP. ANNOUNCES PROPOSED SALE OF 1,505,000 SHARES OF COMMON STOCK BY SELLING STOCKHOLDERS HOUSTON, April 7, 2015 /BUSINESSWIRE/Mattress Firm Holding Corp. (the Company) (NASDAQ:MFRM) today announced the proposed sale of 1,505,000 shares of its common stock by certain selling stockholders, certain of whom are management or otherwise affili
April 8, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission F
April 7, 2015	424B7	Subject to Completion, dated April 7, 2015 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus Supplement TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.
April 3, 2015	EX-10.13	Mattress Firm, Inc, ? 5815 Gulf Freeway ? Houston, TX 77023 Exhibit 10.13 Mattress Firm, Inc,  5815 Gulf Freeway  Houston, TX 77023 May 21, 2012 Kindel Elam Dear Kindel: Mattress Firm, Inc. (MFI) is pleased to extend to you, the position of Vice President and General Counsel, as a full-time employee, reporting directly to Jim Black, Chief Financial Officer, effective on or before June 30, 2012, or at a mutually agreed upon date. Compensation You will be
April 3, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑K 10-K 1 mfrm-20150203x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Comm
April 3, 2015	EX-21.1	Jurisdiction of Organization Exhibit 21.1 Name Jurisdiction of Organization Mattress Intermediate Holdings, Inc. (1) Delaware Mattress Holdco, Inc. (2) Delaware Mattress Holding Corp. (3) Delaware Mattress Firm, Inc. (4) Delaware Mattress Firm—Vision Park, LLC (4) Delaware The Mattress Venture, LLC (5) Texas Maggie’s Enterprises, LLC (5) Virginia Mattress Firm—Arizona, LLC (5) Arizona Metropolitan Mattress Corporation (6) Ari
March 26, 2015	SC 13D/A	MFRM / Mattress Firm Holding Corp. / 40 North Management LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6)* Under the Securities Exchange Act of 1934 MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) David S. Winter 40 North Management LLC 9 West 57th Street, 30th Floor New York, New York 10019 (212) 821-1600 (N
March 19, 2015	EX-99.1	MATTRESS FIRM ANNOUNCES FOURTH FISCAL QUARTER AND FULL FISCAL YEAR FINANCIAL RESULTS Quarterly Net Sales Increased 91.7% Over Prior Year Sixth Consecutive Quarter of Positive Comparable-Store Sales Growth Opened and Acquired 118 New Stores Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM ANNOUNCES FOURTH FISCAL QUARTER AND FULL FISCAL YEAR FINANCIAL RESULTS ? Quarterly Net Sales Increased 91.7% Over Prior Year ? ? Sixth Consecutive Quarter of Positive Comparable-Store Sales Growth ? ? Opened and Acquired 118 New Stores in Fourth Fiscal Quarter ? ? Provides Guidance for Fiscal Year 2015 ? HOUSTON, March 19, 2015 /BUSINESSWIRE/ ? Matt
March 19, 2015	8-K	Mattress Firm Holding 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2015 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commission
February 17, 2015	SC 13G/A	MFRM / Mattress Firm Holding Corp. / Stockbridge Partners LLC - SCHEDULE 13G/A - AMENDMENT NO. 2 FOR MATTRESS FIRM HOLDING CORP. BY STOCKBRIDGE PARTNERS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MATTRESS FIRM HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate
February 17, 2015	SC 13G	MFRM / Mattress Firm Holding Corp. / Pennant Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
January 27, 2015	SC 13G/A	MFRM / Mattress Firm Holding Corp. / PRUDENTIAL FINANCIAL INC Passive Investment 13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.
January 15, 2015	SC 13D/A	MFRM / Mattress Firm Holding Corp. / CHILDS JOHN W - AMENDMENT NO.2 TO SCHEDULE 13D Activist Investment Amendment No.2 to Schedule 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mattress Firm Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W 106 (CUSIP Number) Adam Suttin J.W. Childs Associates, L.P. 1000 Winter Street, Suite 4300 Waltham, MA 02451 (617)
December 19, 2014	SC 13D/A	MFRM / Mattress Firm Holding Corp. / CHILDS JOHN W - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment SC 13D/A 1 d839316dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mattress Firm Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 57722W 106 (CUSIP Number) Adam Suttin J.W. Childs Associates, L.P. 1000 Winter Street, Sui
December 15, 2014	EX-1.1	2,185,130 Shares MATTRESS FIRM HOLDING CORP. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT Exhibit 1.1 EXECUTION VERSION 2,185,130 Shares MATTRESS FIRM HOLDING CORP. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT December 11, 2014 BARCLAYS CAPITAL INC. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Certain stockholders of Mattress Firm Holding Corp., a Delaware corporation (the “Company”), named in Schedule 2 hereto (the “Selling Stockholders”) propose
December 15, 2014	424B7	CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, $0.01 par va Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No.
December 15, 2014	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2014 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissi
December 11, 2014	EX-99.1	MATTRESS FIRM HOLDING CORP. ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK BY SELLING STOCKHOLDERS EX-99.1 2 a2222494zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM HOLDING CORP. ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK BY SELLING STOCKHOLDERS HOUSTON, December 11, 2014 /BUSINESSWIRE/—Mattress Firm Holding Corp. (the "Company") (NASDAQ:MFRM) today announced the pricing of the public offering by ce
December 11, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 1 a2222494z8-k.htm FORM 8-K QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2014 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in
December 11, 2014	8-K/A	Regulation FD Disclosure, Financial Statements and Exhibits QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
December 11, 2014	EX-99.1	MATTRESS FIRM HOLDING CORP. ANNOUNCES PROPOSED OFFERING OF COMMON STOCK BY SELLING STOCKHOLDERS QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM HOLDING CORP. ANNOUNCES PROPOSED OFFERING OF COMMON STOCK BY SELLING STOCKHOLDERS HOUSTON, December 10, 2014 /BUSINESSWIRE/—Mattress Firm Holding Corp. (the "Company") (NASDAQ:MFRM) today announced that it has commenced an underwritten public offering of 2,185,130 shares of its common
December 11, 2014	EX-99.2	Our Company QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 Our Company We are a leading specialty retailer of mattresses and related products and accessories in the United States. As of October 28, 2014, we and our franchisees operated nearly 2,100 stores, primarily under the Mattress Firm® and Sleep Train / Sleep Country® brand names, in 76 markets across 40 states. We are the
December 11, 2014	424B7	Subject to Completion, dated December 10, 2014 424B7 1 a2222374z424b7.htm 424B7 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-197410 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus and the accompanying prospectus are not an offer to sell these securities and we ar
December 10, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
December 10, 2014	EX-99.1	MATTRESS FIRM HOLDING CORP. ANNOUNCES PROPOSED OFFERING OF COMMON STOCK BY SELLING STOCKHOLDERS QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 FOR IMMEDIATE RELEASE MATTRESS FIRM HOLDING CORP. ANNOUNCES PROPOSED OFFERING OF COMMON STOCK BY SELLING STOCKHOLDERS HOUSTON, December 10, 2014 /BUSINESSWIRE/—Mattress Firm Holding Corp. (the "Company") (NASDAQ:MFRM) today announced that it has commenced an underwritten public offering of 2,185,130 shares of its common
December 8, 2014	EX-10.1	First Amendment to Employment Agreement EX-10.1 2 a14-257671ex10d1.htm EX-10.1 Exhibit 10.1 First Amendment to Employment Agreement This First Amendment (this “Amendment”) is effective as of the 4th day of December, 2014, between Kenneth E. Murphy III, an individual (“Executive”), Mattress Holding Corp., a Delaware corporation (“MHC”), and Mattress Firm Holding Corp., a Delaware corporation (“MFRM”). WHEREAS, Executive, MHC and MFRM are
December 8, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2014 MATTRESS FIRM HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35354 20-8185960 (State or Other Jurisdiction of Incorporation) (Commissio
December 3, 2014	EX-99.4	UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.4 5 mfrm-20141202ex99426caca.htm EX-99.4 Exhibit 99.4 UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On October 20, 2014, Mattress Firm Holding Corp. (the “Company”) completed the acquisition of all of the outstanding equity interests in The Sleep Train, Inc. (“Sleep Train”) for approximately $425 million, subject to working capital and other customary post-closing purchase pric
December 3, 2014	EX-99.3	THE SLEEP TRAIN, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) EX-99.3 4 mfrm-20141202ex9935c905b.htm EX-99.3 Table of Contents Exhibit 99.3 THE SLEEP TRAIN, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The Sleep Train, Inc. and Subsidiaries Unaudited Financial Statements Consolidated Balance Sheets as of September 28, 2014 F-2 Consolidated Statements of Operations for the Thirty-nine Weeks Ended September 29, 2013 and Septembe
December 3, 2014	EX-99.2	THE SLEEP TRAIN, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Exhibit 99.2 THE SLEEP TRAIN, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS The Sleep Train, Inc. and Subsidiaries Audited Financial Statements Independent Auditors’ Report F-2 Consolidated Balance Sheets as of December 30, 2012 and December 29, 2013 F-3 Consolidated Statements of Operations for the Years Ended December 25, 2011, December 30, 2012, and December
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