FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person * Forbes Karrie (Last) (First) (Middle) C/O MATTRESS FIRM HOLDING CORP. 5815 GULF FREEWAY (Street) HOUSTON TX 77023 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MATTRESS FIRM HOLDING CORP. [ MFRM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	09/09/2014		M		3,632 (1)	A	$ 19	22,548	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		100 (1)	D	$ 64.63	22,448	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		300 (1)	D	$ 64.67	22,148	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		500 (1)	D	$ 64.675	21,648	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		300 (1)	D	$ 64.685	21,348	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		100 (1)	D	$ 64.6975	21,248	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		656 (1)	D	$ 64.7	20,592	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		400 (1)	D	$ 64.71	20,192	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		676 (1)	D	$ 64.72	19,516	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		500 (1)	D	$ 64.725	19,016	I	By husband
Common Stock, par value $0.01 per share	09/09/2014		S		100 (1)	D	$ 64.73	18,916	I	By husband

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	$ 19	09/09/2014		M (2)			3,632	11/17/2012 (3)	11/17/2021	Common Stock	3,632 (4)	$ 0 (6)	11,038 (5)	I	By husband

Explanation of Responses:

1. The shares were issued upon the exercise of options by the reporting person's husband (described in Table II) and then immediately sold.

2. The shares that were issued upon the exercise of options by the reporting person's husband were immediately sold, as is presented in Table I.

3. One-half of the options will become exercisable in five equal annual installments beginning on November 17, 2012. The remaining stock options will become exercisable in four equal annual installments beginning on November 17, 2012, provided the issuer has met or exceeded the applicable annual specified stock price increase targets. Assuming all of the targets are met, the options will become fully exercisable on November 17, 2016.

4. This number represents the partial exercise of options issued to the reporting person's husband on November 17, 2011 to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp.

5. Includes options to purchase shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp. at an exercise price of $19.00 per share.

6. Pursuant to General Instruction 4(c)(iii) of Form 4, the exercise price is reported in Column 2 of this Table II.

	/s/ Karrie Forbes	09/10/2014
	** Signature of Reporting Person	Date
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