SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GLAZER CAPITAL, LLC (Last) (First) (Middle) 623 FIFTH AVENUE SUITE 2502 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/12/2013	3. Issuer Name and Ticker or Trading Symbol SEALY CORP [ ZZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 03/22/2013
			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 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, $0.01 par value per share	13,756,899	I	See footnote.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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

1. Name and Address of Reporting Person* GLAZER CAPITAL, LLC (Last) (First) (Middle) 623 FIFTH AVENUE SUITE 2502 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GLAZER PAUL J (Last) (First) (Middle) 623 FIFTH AVENUE SUITE 2502 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Glazer Capital, LLC is deemed to beneficially and indirectly own 13,756,899 shares of the Issuer's Common Stock because Glazer Capital, LLC exercises investment control over 13,756,899 shares of the Issuer's Common Stock in its capacity as (i) the discretionary investment manager of certain private investment funds that own shares of the Issuer's Common Stock and (ii) discretionary manager to separate accounts for two unrelated entities that also own shares of the Issuer's Common Stock. Paul J. Glazer is deemed to beneficially and indirectly own 13,756,899 shares of the Issuer's Common Stock in his capacity as the managing member of Glazer Capital, LLC.

	Paul J. Glazer	03/27/2013
	Paul J. Glazer	03/27/2013
	** 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).
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