Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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 * Seetharam Anil	2. Date of Event Requiring Statement (MM/DD/YYYY) 5/31/2016	3. Issuer Name and Ticker or Trading Symbol MATTRESS FIRM HOLDING CORP. [MFRM]
(Last)        (First)        (Middle) 200 CLARENDON STREET, FLOOR 35	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                            _____ 10% Owner _____ Officer (give title below)          _____ Other (specify below)
(Street) BOSTON, MA 02116        (City)              (State)              (Zip)	5. 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 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)
Common stock, par value $0.01 per share	4745549   (1)	I	By Berkshire Entities   (2) (3)
Common stock, par value $0.01 per share	507952   (4)	I	By Stockbridge Partners LLC   (5)

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

Explanation of Responses:
( 1)	Represents shares that may be deemed to be indirectly beneficially owned by certain of the Berkshire Entities (as defined below). This Form 3 has been filed because the Reporting Person is a director of the Issuer and a managing member of, or managing member of the general partner of, each of the Berkshire Entities. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
( 2)	Represents shares owned by Berkshire Fund VIII, L.P. ("VIII"), Berkshire Fund VIII-A, L.P. ("VIII-A"), Berkshire Investors III LLC ("Investors III"), Berkshire Investors IV LLC ("Investors IV"), Stockbridge Fund, L.P. ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF") and Stockbridge Master Fund (OS), L.P. ("SOS") (collectively, the "Berkshire Entities"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of each of Berkshire Partners LLC, the registered investment adviser to VIII, VIII-A, Investors III and Investors IV ("BP"), and SP (as defined below), the registered investment adviser to SF, SARF and SOS. Eighth Berkshire Associates LLC ("8BA") is the general partner of each of VIII and VIII-A. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.
( 3)	The Reporting Person is a managing member of each of BPH, BPSP, BP, SP, 8BA, SA, Investors III and Investors IV. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by such entities. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
( 4)	Represents shares that may be deemed to be indirectly beneficially owned by Stockbridge Partners LLC ("SP"). This Form 3 has been filed because the Reporting Person is a director of the Issuer and a managing member of SP. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.
( 5)	Represents shares held by SP on behalf of a managed account over which it has shared voting and sole dispositive power. As a managing member of SP, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.

Remarks: The Reporting Person will serve on the Board of Directors of the Issuer as a representative of BPH, BPSP, BP, SP, VIII, VIII-A, SF, SARF, SOS, Investors III and Investors IV. By virtue of his position as a managing member of BPH, BPSP, BP, SP, 8BA and SA, each of BPH, BPSP, BP, SP, VIII, VIII-A, SF, SARF, SOS, Investors III and Investors IV may be deemed a director by deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Seetharam Anil 200 CLARENDON STREET FLOOR 35 BOSTON, MA 02116	X

Signatures
/s/ Anil Seetharam		6/10/2016
** 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 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 control number.