Home/Filings/4/0001104659-11-066144

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JW CHILDS EQUITY PARTNERS III LP 4

Accession 0001104659-11-066144

CIK 0001419852other

View on SEC.gov Company Profile

Filed

Nov 22, 7:00 PM ET

Accepted

Nov 23, 5:10 PM ET

Size

21.3 KB

Accession

0001104659-11-066144

Insider Transaction Report

Form 4

Period: 2011-11-23

MATTRESS FIRM HOLDING CORP.MFRM

J.W. Childs Advisors III, L.P.

10% Owner

Transactions

Conversion
Common Stock
2011-11-23$19.00/sh+1,939,942$36,858,898→ 4,294,920 total(indirect: By LLC)
Conversion
Common Stock
2011-11-23$19.00/sh+2,354,978$44,744,582→ 2,354,978 total(indirect: By LLC)
Conversion
12% PIK Notes Due 2012, 2013 and 2015
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (2,354,978 underlying)
Conversion
12% PIK Note Due 2016
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (1,939,942 underlying)

Holdings

Common Stock
22,399,952

J.W. Childs Associates, L.P.

10% Owner

Transactions

Conversion
12% PIK Note Due 2016
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (1,939,942 underlying)
Conversion
Common Stock
2011-11-23$19.00/sh+1,939,942$36,858,898→ 4,294,920 total(indirect: By LLC)
Conversion
Common Stock
2011-11-23$19.00/sh+2,354,978$44,744,582→ 2,354,978 total(indirect: By LLC)
Conversion
12% PIK Notes Due 2012, 2013 and 2015
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (2,354,978 underlying)

Holdings

Common Stock
22,399,952

J.W. Childs Mattress Holdings, LLC

10% Owner

Transactions

Conversion
Common Stock
2011-11-23$19.00/sh+1,939,942$36,858,898→ 4,294,920 total(indirect: By LLC)
Conversion
Common Stock
2011-11-23$19.00/sh+2,354,978$44,744,582→ 2,354,978 total(indirect: By LLC)
Conversion
12% PIK Notes Due 2012, 2013 and 2015
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (2,354,978 underlying)
Conversion
12% PIK Note Due 2016
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (1,939,942 underlying)

Holdings

Common Stock
22,399,952

MATTRESS HOLDINGS, LLC

10% Owner

Transactions

Conversion
Common Stock
2011-11-23$19.00/sh+2,354,978$44,744,582→ 2,354,978 total(indirect: By LLC)
Conversion
12% PIK Notes Due 2012, 2013 and 2015
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (2,354,978 underlying)
Conversion
12% PIK Note Due 2016
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (1,939,942 underlying)
Conversion
Common Stock
2011-11-23$19.00/sh+1,939,942$36,858,898→ 4,294,920 total(indirect: By LLC)

Holdings

Common Stock
22,399,952

JW CHILDS EQUITY PARTNERS III LP

10% Owner

Transactions

Conversion
Common Stock
2011-11-23$19.00/sh+2,354,978$44,744,582→ 2,354,978 total(indirect: By LLC)
Conversion
12% PIK Notes Due 2012, 2013 and 2015
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (2,354,978 underlying)
Conversion
12% PIK Note Due 2016
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (1,939,942 underlying)
Conversion
Common Stock
2011-11-23$19.00/sh+1,939,942$36,858,898→ 4,294,920 total(indirect: By LLC)

Holdings

Common Stock
22,399,952

JWC FUND III CO INVEST LLC

10% Owner

Transactions

Conversion
Common Stock
2011-11-23$19.00/sh+2,354,978$44,744,582→ 2,354,978 total(indirect: By LLC)
Conversion
12% PIK Notes Due 2012, 2013 and 2015
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (2,354,978 underlying)
Conversion
12% PIK Note Due 2016
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (1,939,942 underlying)
Conversion
Common Stock
2011-11-23$19.00/sh+1,939,942$36,858,898→ 4,294,920 total(indirect: By LLC)

Holdings

Common Stock
22,399,952

J.W. Childs Associates, Inc.

10% Owner

Transactions

Conversion
12% PIK Note Due 2016
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (1,939,942 underlying)
Conversion
Common Stock
2011-11-23$19.00/sh+1,939,942$36,858,898→ 4,294,920 total(indirect: By LLC)
Conversion
Common Stock
2011-11-23$19.00/sh+2,354,978$44,744,582→ 2,354,978 total(indirect: By LLC)
Conversion
12% PIK Notes Due 2012, 2013 and 2015
2011-11-23→ 0 total(indirect: By LLC)
Exercise: $19.00→ Common Stock (2,354,978 underlying)

Holdings

Common Stock
22,399,952

Footnotes (3)

[F1]Mattress Holdings, LLC holds a total of 22,399,952 shares of common stock of the issuer. Through J.W. Childs Mattress Holdings, LLC ("JWCMH"), (i) J.W. Childs Equity Partners III, L.P. ("JWCEP"), whose general partner is J.W. Childs Advisors III, L.P., indirectly holds 9,633 Class A Units and 12,753,081 Class C Units of Mattress Holdings, LLC; and (ii) JWC Fund III Co-Invest, LLC ("JWCF"), whose managing member is J.W. Childs Associates, L.P, indirectly holds 799 Class A and 657,886 Class C Units of Mattress Holdings, LLC. J.W. Childs Associates, Inc. controls each of JWCEP and JWCF and also manages JWCMH. Each of the foregoing reporting persons disclaims beneficial ownership of such common stock of the issuer except to the extent of its pecuniary interest therein.
[F2]The 12% PIK Notes Due 2012, 2013 and 2015 were convertible in connection with the consummation of the initial public offering of the issuer and had maturity dates of October 24, 2012, July 25, 2013 and March 19, 2015, respectively.
[F3]The 12% PIK Notes Due 2016 were convertible in connection with the consummation of the initial public offering of the issuer and had a maturity date of July 18, 2016.

Documents

1 file

4
a4.xmlPrimary
4

Issuer

MATTRESS FIRM HOLDING CORP.

CIK 0001419852

→

Entity typeother

Related Parties

filerCIK 0001173402

Filing Metadata

Form type: 4
Filed: Nov 22, 7:00 PM ET
Accepted: Nov 23, 5:10 PM ET
Size: 21.3 KB

View on SEC.gov