FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McAndrews Craig

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/3/2015 

3. Issuer Name and Ticker or Trading Symbol

MATTRESS FIRM HOLDING CORP. [MFRM]

(Last)        (First)        (Middle)

5815 GULF FREEWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Merchandising Officer /

(Street)

HOUSTON, TX 77023       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share   16192   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Option to Purchase Common Stock   11/17/2015   (2) 11/17/2021   Common Stock   24145   (2) $19.00   D    
Employee Option to Purchase Common Stock   9/4/2014   (3) 9/4/2023   Common Stock   6250   (3) $41.25   D    
Employee Option to Purchase Common Stock   9/2/2015   (4) 9/2/2024   Common Stock   3350   (4) $57.05   D    
Employee Option to Purchase Common Stock   9/9/2016   (5) 9/9/2025   Common Stock   2311   $60.74   D    

Explanation of Responses:
( 1)  Includes 4,985 shares of unvested restricted stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan, which grants were originally made on September 4, 2013 and September 2, 2014. Subject to the reporting person's continued employment with the issuer, 1,667 shares of the unvested restricted stock will vest in up to two equal annual installments beginning on September 4, 2016, provided that the issuer has met or exceeded the applicable annual specified stock price increase targets. Subject to the reporting person's continued employment with the issuer, the remaining shares of the unvested restricted stock will vest in up to three equal annual installments beginning on September 2, 2016, provided that the issuer has met or exceeded the applicable annual specified stock price increase targets.
( 2)  Reflects the remaining portion of an option granted to the reporting person on November 17, 2011, of which options to purchase 12,678 shares are currently exercisable. One-half of the shares of common stock underlying this option will become exercisable on November 17, 2015, subject to the reporting person's continued employment with the issuer, provided that the applicable specified annual stock price increase targets are satisfied. The remaining one-half of the options will become exercisable in two equal annual installments on each anniversary of the date of grant beginning on November 17, 2015.
( 3)  Reflects the remaining portion of an option granted to the reporting person on September 4, 2013, of which options to purchase 3,125 shares are currently exercisable. The options become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 4, 2014, subject to the reporting person's continued employment with the issuer.
( 4)  Reflects the remaining portion of an option granted to the reporting person on September 2, 2014, of which options to purchase 837 shares are currently exercisable. The options become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 2, 2015, subject to the reporting person's continued employment with the issuer.
( 5)  The options will become exercisable in four equal annual installments on each anniversary of the date of grant beginning on September 9, 2016, subject to the reporting person's continued employment with the issuer.

Remarks:
The reporting person ceased being subject to Section 16 requirements after a change in his officer position at the issuer that was effective November 25, 2014. He again became subject to Section 16 requirements on November 3, 2015, due to a subsequent change in his officer position at the issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McAndrews Craig
5815 GULF FREEWAY
HOUSTON, TX 77023

Chief Merchandising Officer

Signatures
/s/ Craig McAndrews 11/3/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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 control number.
Mattress Firm Holding Corp. (MM) (NASDAQ:MFRM)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Mattress Firm Holding Corp. (MM) Charts.
Mattress Firm Holding Corp. (MM) (NASDAQ:MFRM)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Mattress Firm Holding Corp. (MM) Charts.