SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

CHILDS JOHN W

(Last)

(First)

(Middle)

C/O J.W. CHILDS ASSOCIATES, L.P.

111 HUNTINGTON AVENUE, SUITE 2900

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2011

3. Issuer Name and Ticker or Trading Symbol
MATTRESS FIRM HOLDING CORP. [ MFRM ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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 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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:

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. As Chairman and Chief Executive Officer of J.W. Childs Associates, L.P., the reporting person may be deemed to share voting and dispositive power of the interests described above. The reporting person disclaims beneficial ownership of any such common stock of the issuer except to the extent of his pecuniary interest therein.

No securities are beneficially owned.

	/s/ James R. Black, by power of attorney	11/17/2011
	** 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 Number.