4//SEC Filing
MATTRESS FIRM HOLDING CORP. 4
Accession 0001179110-16-029868
CIK 0001419852operating
Filed
Sep 19, 8:00 PM ET
Accepted
Sep 20, 5:17 PM ET
Size
12.2 KB
Accession
0001179110-16-029868
Insider Transaction Report
Form 4
Murphy Kenneth E. III
National VP, Sales
Transactions
- Other
Common Stock, par value $0.01 per share
2016-09-16$64.00/sh−45,733$2,926,912→ 0 total - Disposition from Tender
Common Stock, par value $0.01 per share
2016-09-14$64.00/sh−906$57,984→ 0 total - Other
Common Stock, par value $0.01 per share
2016-09-16$64.00/sh−72,646$4,649,344→ 0 total - Other
Employee Option to Purchase Common Stock
2016-09-16−81,861→ 0 total→ Common Stock, par value $0.01 per share (81,861 underlying)
Footnotes (4)
- [F1]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 of Steinhoff International Holdings N.V., Stripes US Holding, Inc. and Stripes Acquisition Corp. offer 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. (the "Merger Agreement"), or a combination of the foregoing.
- [F2]Represents shares of common stock contributed by the reporting person to Stripes US Holding, Inc., a wholly-owned, direct subsidiary of Steinhoff International Holdings N.V., in exchange for shares of Series A Preferred Stock of Stripes US Holding, Inc. pursuant to that certain Rollover Letter, dated September 16, 2016, between Stripes US Holding, Inc. and the reporting person. The price used to calculate the value of the issuer's stock for purposes of the exchange was $64 per share, the same price as the merger consideration under the Merger Agreement.
- [F3]Represents shares of restricted stock, subject to varying time- and performance-based vesting conditions, that were granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, these shares were converted into the reporting person's right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp.
- [F4]Represents employee stock options, with varying exercise prices, vesting schedules and forfeiture conditions, to purchase shares of the issuer's common stock, which were granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. Pursuant to the Merger Agreement, each stock option, whether vested or unvested, was converted into the reporting person's right to receive an amount of cash equal to the product of the excess, if any, of (x) the merger consideration of $64 per share over (y) the exercise price of such option at the effective time of the merger between the issuer and Stripes Acquisition Corp.
Documents
Issuer
MATTRESS FIRM HOLDING CORP.
CIK 0001419852
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001419852
Filing Metadata
- Form type
- 4
- Filed
- Sep 19, 8:00 PM ET
- Accepted
- Sep 20, 5:17 PM ET
- Size
- 12.2 KB