Amended Statement of Beneficial Ownership (sc 13d/a)
16 Septembre 2016 - 11:15PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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.
500 Totten Pond Road, 6th Floor
Waltham, MA 02451
(617)
753-1100
Copies to:
Steven M. Peck
Proskauer
Rose LLP
One International Place
Boston, MA 02110
(617)
526-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 2016
(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).
SCHEDULE 13D
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1.
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Names of
Reporting Persons.
John W. Childs
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
þ
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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SCHEDULE 13D
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1.
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Names of
Reporting Persons.
J.W. Childs Associates, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
þ
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
CO
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SCHEDULE 13D
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1.
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Names of
Reporting Persons.
J.W. Childs Associates, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
þ
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
PN
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SCHEDULE 13D
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1.
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Names of
Reporting Persons.
J.W. Childs Advisors III, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
þ
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
PN
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SCHEDULE 13D
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1.
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Names of
Reporting Persons.
Winter Street Opportunities Fund, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
þ
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
PN
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SCHEDULE 13D
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1.
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Names of
Reporting Persons.
JWC Fund III Co-Invest, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
þ
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
|
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
OO
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SCHEDULE 13D
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1.
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Names of
Reporting Persons.
JWC Mattress Holdings, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
þ
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3.
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SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
OO
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|
5.
|
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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|
6.
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Citizenship or Place of
Organization
Delaware
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
0%
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14.
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Type of Reporting Person (See
Instructions)
OO
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Explanatory Note
This Amendment No. 6 amends and supplements the Schedule 13D filed on April 18, 2014, as amended on December 19,
2014, January 15, 2015, April 14, 2015, February 9, 2016 and August 8, 2016 (as amended, this “
Schedule 13D
”).
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Item 2.
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Identity and Background
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Item 2 of this
Schedule 13D is amended and supplemented by the addition of the following:
Mr. Childs’s business address and the address of the principal office of each Reporting Person (other than Mr. Childs) is 500 Totten
Pond Road, 6th Floor, Waltham, MA 02451.
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Item 4.
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Purpose of Transaction
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Item 4 of this Schedule 13D is amended and supplemented by the addition of the following:
Pursuant to the Tender and Support Agreement entered into by each of
them, Mattress Holdings, WSOF, Co-Invest III and the Trust has tendered 12,713,589 shares, 540,653 shares, 18,787 shares and 326,251 shares, respectively, in the Offer (collectively, the “
Tendered Shares
”). On September 14,
2016, Purchaser accepted the Tendered Shares. On September 16, 2016, the parties to the Merger Agreement consummated the transactions contemplated by such agreement, including the Merger, and each J.W. Childs Support Stockholder received $64.00
per share, in cash, for its Tendered Shares.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 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 37,214,651 shares of Common Stock outstanding as of
June 10, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2016 filed on June 13, 2016.
(c) The disclosure contained in Item 4 of this Amendment No. 6 is incorporated herein by reference.
(d) Not applicable
(e) On September 14, 2016, each Reporting Person ceased to be the
beneficial owner of more than five percent of the Common Stock.
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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.
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/s/ John W. Childs
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JOHN W. CHILDS
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J.W. CHILDS ASSOCIATES, INC.
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By:
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/s/ Todd A. Fitzpatrick
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Name: Todd A. Fitzpatrick
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Title: Secretary
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J.W. CHILDS ASSOCIATES, L.P.
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By:
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J.W. Childs Associates, Inc., its general partner
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By:
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/s/ Todd A. Fitzpatrick
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Name: Todd A. Fitzpatrick
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Title: Secretary
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J.W. CHILDS ADVISORS III, L.P.
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By:
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J.W. Childs Associates, L.P., its general partner
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By:
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J.W. Childs Associates, Inc., its general partner
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By:
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/s/ Todd A. Fitzpatrick
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Name: Todd A. Fitzpatrick
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Title: Secretary
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WINTER STREET OPPORTUNITIES FUND, L.P.
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By:
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J.W. Childs Advisors III, L.P., its general partner
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By:
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J.W. Childs Associates, L.P., its general partner
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By:
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J.W. Childs Associates, Inc., its general partner
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By:
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/s/ Todd A. Fitzpatrick
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Name: Todd A. Fitzpatrick
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Title: Secretary
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JWC FUND III CO-INVEST, LLC
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By:
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J.W. Childs Associates, L.P., its manager
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By:
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J.W. Childs Associates, Inc., its general partner
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By:
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/s/ Todd A. Fitzpatrick
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Name: Todd A. Fitzpatrick
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Title: Secretary
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JWC MATTRESS HOLDINGS, LLC
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By:
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/s/ David Fiorentino
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Name: David Fiorentino
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Title: Authorized Person
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Date: September 16, 2016
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