FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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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 *

Carlsen Dale R 		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 5815 GULF FREEWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/14/2016
(Street)

HOUSTON, TX 77023
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/14/2016     U    411668   (1) D $64   0   I   As trustee  
Common Stock, par value $0.01 per share   9/14/2016     U    2470   (2) D $64   0   D    
Common Stock, par value $0.01 per share   9/14/2016     U    3859   (3) D $64   0   D    
Common Stock, par value $0.01 per share   9/16/2016     J (4)    382   (4) D $64   0   I   As trustee  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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
Employee Option to Purchase Common Stock   $60.74   9/16/2016     J   (5)       4333    9/9/2016   9/9/2025   Common Stock, par value $0.01 per share   4333     (5) 0   D    

Explanation of Responses:
( 1)  Represents (i) 389,764 shares issued to the Dale R. Carlsen Stock Trust U.D.T. August 5, 1997, (ii) 10,952 shares issued to the Joseph P. Carlsen 2000 Trust UAD 12/28/2000 and (iii) 10,952 shares issued to the Meghan E. Carlsen Trust 2000 UAD 12/28/200, for which the reporting person is trustee and which were tendered to Stripes Acquisition Corp., Stripes US Holding, Inc., and Steinhoff International Holdings N.V. (collectively, "Steinhoff") pursuant to a cash tender offer by Steinhoff to acquire all of the outstanding and issued shares of the issuer's common stock for $64 per share. On September 14, 2016, Steinhoff accepted all of the tendered shares for payment.
( 2)  Represents shares of common stock of the issuer, which were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on Sept. 14, 2016 pursuant to Steinhoff's cash tender 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 the issuer and Stripes Acquisition Corp. on Sept. 16, 2016 pursuant to the Agreement and Plan of Merger, dated August 6, 2016, among the issuer, Steinhoff International Holdings NV, Stripes US Holding, Inc. and Stripes Acquisition Corp. (the "Merger Agreement"), or a combination of the foregoing events.
( 3)  Represents shares of restricted stock granted to the reporting person pursuant to the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan. The shares were either (i) tendered to Stripes Acquisition Corp. and accepted for payment on Sept. 14, 2016 pursuant to Steinhoff's cash tender 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 the issuer and Stripes Acquisition Corp. on Sept. 16, 2016 pursuant to the Merger Agreement, or a combination of the foregoing events.
( 4)  Represents 382 shares of common stock issued to the Dale R. Carlsen Family Revocable Trust, for which the reporting person is trustee and which were converted into the right to receive $64 per share at the effective time of the merger between the issuer and Stripes Acquisition Corp. on Sept. 16, 2016 pursuant to the Merger Agreement.
( 5)  Represents employee stock options 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carlsen Dale R
C/O 5815 GULF FREEWAY
HOUSTON, TX 77023 		X



Signatures
/s/ Dale Carlsen 9/20/2016
** 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 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 control number.
Mattress Firm Holding Corp. (MM) (NASDAQ:MFRM)
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Mattress Firm Holding Corp. (MM) (NASDAQ:MFRM)
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