FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number:3235-0287
Expires:02/28/2011
Estimated average burden
hours per response0.5

1. Name and Address of Reporting Person *
Watts William E
 2. Issuer Name and Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP. [MFRM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O J.W. CHILDS ASSOCIATES, L.P., 111 HUNTINGTON, SUITE 2900		 3. Date of Earliest Transaction (Month/Day/Year)
09/14/2016
(Street)

BOSTON, MA 02199
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock, par value $0.01 per share

09/14/2016 U 1,500 (1) D $64 0 D 

Common Stock, par value $0.01 per share

09/14/2016 U 1,000 (2) D $64 0 I

As trustee of The Watts Charitable Fund-Ayco Charitable Foundation



Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares


Explanation of Responses:
1.

Represents shares of common stock of the issuer, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender offer of Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp. to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) converted into the reporting person's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Agreement and Plan of Merger among the issuer, Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp., or a combination of the foregoing.

2.

Represents shares of common stock of the issuer held by The Watts Charitable Fund - Ayco Charitable Foundation, for which the reporting person is trustee, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on September 14, 2016 pursuant to the cash tender offer of Steinhoff to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share or (ii) converted into the trust's right to receive $64 per share at the effective time of the merger between issuer and Stripes Acquisition Corp. on September 16, 2016 pursuant to the Merger Agreement.



Signatures

William E. Watts

09/20/2016
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.