Amended Statement of Beneficial Ownership (sc 13d/a)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Mattress Firm Holding Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57722W 106

(CUSIP Number)

Adam Suttin

J.W. Childs Associates, L.P.

1000 Winter Street, Suite 4300

Waltham, MA 02451

[phone]

Copies to:

Steven M. Peck

Proskauer Rose LLP

One International Place

Boston, MA 02110

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 13, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 57722W 106

 

1.		Names of reporting persons.   John W. Childs
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       United States of America
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       326,251
				8.		Shared voting power       12,713,589
				9.		Sole dispositive power       326,251
				10.		Shared dispositive power       12,713,589
11.		Aggregate amount beneficially owned by each reporting person       13,039,840
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       37.1%
14.		Type of reporting person (see instructions)       IN

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CUSIP No. 57722W 106

 

1.		Names of reporting persons.   J.W. Childs Associates, Inc.
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       12,713,589
				9.		Sole dispositive power       0
				10.		Shared dispositive power       12,713,589
11.		Aggregate amount beneficially owned by each reporting person       12,713,589
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       36.1%
14.		Type of reporting person (see instructions)       CO

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CUSIP No. 57722W 106

 

1.		Names of reporting persons.   J.W. Childs Associates, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       12,713,589
				9.		Sole dispositive power       0
				10.		Shared dispositive power       12,713,589
11.		Aggregate amount beneficially owned by each reporting person       12,713,589
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       36.1%
14.		Type of reporting person (see instructions)       PN

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CUSIP No. 57722W 106

 

1.		Names of reporting persons.   J.W. Childs Advisors III, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       12,713,589
				9.		Sole dispositive power       0
				10.		Shared dispositive power       12,713,589
11.		Aggregate amount beneficially owned by each reporting person       12,713,589
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       36.1%
14.		Type of reporting person (see instructions)       PN

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CUSIP No. 57722W 106

 

1.		Names of reporting persons.   Winter Street Opportunities Fund, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       12,713,589
				9.		Sole dispositive power       0
				10.		Shared dispositive power       12,713,589
11.		Aggregate amount beneficially owned by each reporting person       12,713,589
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       36.1%
14.		Type of reporting person (see instructions)       PN

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CUSIP No. 57722W 106

 

1.		Names of reporting persons.   JWC Mattress Holdings, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3.		SEC use only
4.		Source of funds (see instructions)       OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power       0
				8.		Shared voting power       12,713,589
				9.		Sole dispositive power       0
				10.		Shared dispositive power       12,713,589
11.		Aggregate amount beneficially owned by each reporting person       12,713,589
12.		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.		Percent of class represented by amount in Row (11)       36.1%
14.		Type of reporting person (see instructions)       OO

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Explanatory Note

This Amendment No. 3 amends and supplements the Schedule 13D filed on April 18, 2014, as amended on December 19, 2014 and January 15, 2015 (as amended, this “Schedule 13D”). This Amendment No. 3 removes JWC Fund III Co-Invest, LLC as a Reporting Person as the entity does not have any beneficial ownership of the Common Stock.

 

Item 2.

Identity and Background

Item 2 of this Schedule 13D is amended and restated as follows:

This Schedule 13D is being filed jointly by and on behalf of the persons listed below, which persons are sometimes referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”.

 

•

John W. Childs is Chairman and Chief Executive Officer of J.W. Childs Associates, L.P. (“JWC Associates LP”). Mr. Childs is a citizen of the United States of America.

 

•

J.W. Childs Associates, Inc. (“JWC Associates Inc.”) is a corporation incorporated in the State of Delaware. Mr. Childs is the sole shareholder, director and executive officer of JWC Associates Inc.

 

•

JWC Associates LP is a limited partnership organized in the State of Delaware. JWC Associates Inc. is the general partner of JWC Associates LP.

 

•

J.W. Childs Advisors III, L.P. (“GPLP”) is a limited partnership organized in the State of Delaware. JWC Associates LP is the general partner of GPLP.

 

•

Winter Street Opportunities Fund, L.P. (“WSOF”) is a limited partnership organized in the State of Delaware. GPLP is the general partner of WSOF.

 

•

JWC Mattress Holdings, LLC (“Mattress Holdings”) is a limited liability company organized in the State of Delaware. Mattress Holdings is a manager-managed limited liability company with JWC Associates Inc. as its manager.

Mr. Childs’s business address and the address of the principal office and principal business of each Reporting Person (other than Mr. Childs) is 1000 Winter Street, Suite 4300, Waltham, MA 20451. The Reporting Persons’ principal business is operating a private equity fund.

During the past five years, none of the Reporting Persons (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

Item 5.

Interest in Securities of the Issuer

Item 5(a)-(c) of this Schedule 13D is amended and restated as follows:

(a)-(b) The information required by these paragraphs with respect to each Reporting Person is set forth in Rows 7 through 13 of the cover page to this Schedule 13D and is incorporated herein by reference. The ownership percentage reported in Row 13 is based on 35,180,066 shares of Common Stock outstanding as of April 1, 2015, as disclosed in the Issuer’s Annual Report on Form 10-K for the year ended February 3, 2015 filed on April 3, 2015.

Mattress Holdings directly holds 12,713,589 shares of the Common Stock. WSOF holds a majority of the membership interests in Mattress Holdings. GPLP is the general partner of WSOF. JWC Associates LP is the general partner of GPLP. JWC Associates Inc. is the general partner of JWC Associates LP and the manager of Mattress Holdings. Mr. Childs is the sole shareholder, director and executive officer of JWC Associates Inc.

The John W. Childs 2013 Charitable Remainder Trust (the “Trust”) directly holds 326,251 shares of the Common Stock. Mr. Childs is the sole trustee of the Trust.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D.

(c) Other than the April 2015 Public Resale (as defined in Item 6), no other transactions in the Common Stock were effected by the Reporting Persons or any of the persons or entities named in Item 2 during the 60 days prior to the date of this Schedule 13D.

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Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is amended and supplemented by the addition of the following:

April 2015 Public Resale

On April 7, 2015, Mattress Holdings, the Trust and another selling stockholder unaffiliated with the Reporting Persons entered into an Underwriting Agreement with the Issuer and UBS Securities LLC (the “April 2015 Underwriter”) (the “April 2015 Underwriting Agreement”). Pursuant to the April 2015 Underwriting Agreement, Mattress Holdings and the Trust agreed to sell to the April 2015 Underwriter 1,426,468 shares and 37,532 shares, respectively, of Common Stock at a price of $66.47 per share (the “April 2015 Public Resale”). The April 2015 Public Resale was pursuant to the Issuer’s Registration Statement on Form S-3 (file no. 333-197410). The parties to the April 2015 Underwriting Agreement consummated the April 2015 Public Resale on April 13, 2015.

The foregoing descriptions of the April 2015 Public Resale is not complete and is qualified by reference to the April 2015 Underwriting Agreement filed as Exhibit 4 to this Schedule 13D, which is incorporated herein by reference.

April 2015 Lock-Up

In connection with the April 2015 Public Resale and pursuant to the April 2015 Underwriting Agreement, Mattress Holdings and the Trust agreed, subject to certain exceptions, to not, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of Common Stock, (ii) enter into any derivative transactions that transfers to another party any economic benefits or risks of ownership of shares of Common Stock, (iii) make any demand for or exercise any right to file a registration statement with respect to registration of shares of Common Stock or (iv) publicly disclose an intention to do any of the foregoing, for a period commencing on April 7, 2015 and ending on May 22, 2015 (the “April 2015 Lock-Up”).

The foregoing description of the April 2015 Lock-Up is not complete and is qualified by reference to the April 2015 Underwriting Agreement filed as Exhibit 4 to this Schedule 13D, which is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is amended and supplemented by the addition of the following:

 

Exhibit 4		Underwriting Agreement among the Issuer, the selling stockholders named therein and the April 2015 Underwriter (incorporated by reference to Exhibit 1.1 to the Issuer’s Form 8-K (file no. 001-35354) filed April 9, 2015).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

/s/ John W. Childs
JOHN W. CHILDS
J.W. CHILDS ASSOCIATES, INC.
By:		/s/ Todd A. Fitzpatrick
		Name:		Todd A. Fitzpatrick
		Title:		Secretary
J.W. CHILDS ASSOCIATES, L.P.
By:		J.W. Childs Associates, Inc., its general partner
By:		/s/ Todd A. Fitzpatrick
		Name:		Todd A. Fitzpatrick
		Title:		Secretary
J.W. CHILDS ADVISORS III, L.P.
By:		J.W. Childs Associates, L.P., its general partner
By:		J.W. Childs Associates, Inc., its general partner
By:		/s/ Todd A. Fitzpatrick
		Name:		Todd A. Fitzpatrick
		Title:		Secretary
WINTER STREET OPPORTUNITIES FUND, L.P.
By:		J.W. Childs Advisors III, L.P., it general partner
By:		J.W. Childs Associates, L.P., its general partner
By:		J.W. Childs Associates, Inc., its general partner
By:		/s/ Todd A. Fitzpatrick
		Name:		Todd A. Fitzpatrick
		Title:		Secretary

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JWC MATTRESS HOLDINGS, LLC
By:		/s/ David Fiorentino
		Name:		David Fiorentino
		Title:		Authorized Person
Date: April 14, 2015