Amended Statement of Changes in Beneficial Ownership (4/a)

FORM 4 [ ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * CHILDS JOHN W	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                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O J.W. CHILDS ASSOCIATES, L.P., 1000 WINTER STREET, SUITE 4300	3. Date of Earliest Transaction (MM/DD/YYYY) 2/3/2016
(Street) WALTHAM, MA 02451 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 2/5/2016	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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   (1)	2/3/2016		A (2)		540653   (2)	A	$35.75   (2)	540653	I	See footnote   (3)
Common Stock   (1)	2/3/2016		A (2)		18787   (2)	A	$35.75   (2)	18787	I	See footnote   (4)

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

Explanation of Responses:
( 1)	The Reporting Persons are filing this amendment to clarify that the purchases reported in this Form 4 were made in accordance with Rule 16b-3(d) under the Securities Exchange Act of 1934.
( 2)	On February 3, 2016, the Issuer entered into a share purchase agreement with WSOF (as defined below) and Co-Invest III (as defined below), pursuant to which WSOF and Co-Invest III agreed to purchase from the Issuer 540,653 shares and 18,787 shares, respectively, at a purchase price of $19,328,344.80 and $671,635.25, respectively. WSOF and Co-Invest III consummated the purchases on February 5, 2016.
( 3)	Represents shares directly held by Winter Street Opportunities Fund, L.P. ("WSOF"). J.W. Childs Advisors III, L.P. ("GPLP") is the general partner of WSOF. J.W. Childs Associates, L.P. ("JWC Associates LP") is the general partner of GPLP. J.W. Childs Associates, Inc. ("JWC Associates Inc.") is the general partner of JWC Associates LP. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than WSOF) disclaims pecuniary interest in the reported securities except to the extent of its economic interest.
( 4)	Represents shares directly held by JWC Fund III Co-Invest, LLC ("Co-Invest III"). WSOF holds approximately 26% of the membership interests in Co-Invest III. 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 Co-Invest III. John W. Childs is the sole shareholder of JWC Associates Inc. Each Reporting Person (other than Co-Invest III) disclaims pecuniary interest in the reported securities except to the extent of his economic interest.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHILDS JOHN W C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA 02451	X	X
J.W. Childs Associates, Inc. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA 02451	X	X		Director by Deputization
J.W. Childs Associates, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA 02451	X	X		Director by Deputization
J.W. Childs Advisors III, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA 02451	X	X		Director by Deputization
Winter Street Opportunities Fund, L.P. C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA 02451	X	X		Director by Deputization
JWC FUND III CO INVEST LLC C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA 02451	X	X		Director by Deputization
JWC Mattress Holdings, LLC C/O J.W. CHILDS ASSOCIATES, L.P. 1000 WINTER STREET, SUITE 4300 WALTHAM, MA 02451	X	X		Director by Deputization

Signatures
/s/ John W. Childs		2/10/2016
** Signature of Reporting Person		Date
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, Inc.		2/10/2016
** Signature of Reporting Person		Date
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Associates, L.P.		2/10/2016
** Signature of Reporting Person		Date
/s/ Todd A. Fitzpatrick, on behalf of J.W. Childs Advisors III, L.P.		2/10/2016
** Signature of Reporting Person		Date
/s/ Todd A. Fitzpatrick, on behalf of Winter Street Opportunities Fund, L.P.		2/10/2016
** Signature of Reporting Person		Date
/s/ Todd A. Fitzpatrick, on behalf of JWC Fund III Co-Invest, LLC		2/10/2016
** Signature of Reporting Person		Date
/s/ David Fiorentino, on behalf of JWC Mattress Holdings, LLC		2/10/2016
** 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).
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