SEC FORM 4

SEC Form 4

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

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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^*

ROEDEL RICHARD

(Last)

(First)

(Middle)

C/O SEALY CORPORATION

ONE OFFICE PARKWAY

(Street)

TRINITY

27370

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEALY CORP [ ZZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/18/2013		D		90,184	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units 6/12/2009	⁽²⁾	03/18/2013		D			6,714	⁽³⁾	⁽⁴⁾	Common Stock	6,714	$2.2⁽⁵⁾	0	D
Restricted Stock Units 5/2/2011	⁽²⁾	03/18/2013		D			23,007	⁽⁶⁾	⁽⁴⁾	Common Stock	23,007	$2.2⁽⁵⁾	0	D
Restricted Stock Units 4/18/2012	⁽²⁾	03/18/2013		D			26,432	⁽⁶⁾	⁽⁴⁾	Common Stock	26,432	$2.2⁽⁵⁾	0	D
Options (to buy) 11/23/2008	$1.64	03/18/2013		D			60,000	⁽⁷⁾	11/23/2015	Common Stock	60,000	$0.56⁽⁷⁾	0	D

Explanation of Responses:

1. Shares of Common Stock were disposed of in exchange for the right to receive $2.20 per share in cash pursuant to the Agreement and Plan of Merger by and among Tempur-Pedic International Inc., Silver Lightning Merger Company and Sealy Corporation (the "Merger Agreement").

2. Each restricted stock unit represented a contingent right to receive one share of Sealy Corporation common stock.

3. The initial grant was for 20,000 restricted stock units with an annual growth rate of 8% until vested. With the vesting on March 18, 2013 6,714 units vested and the remaining units expired.

4. The restricted stock units do not have an expiration date.

5. Restricted stock units which were cancelled in exchange for the right to receive $2.20 per share in cash pursuant to the Merger Agreement. These restricted stock units vested automatically immediately prior to the consummation of the merger on March 18, 2013 in accordance with the terms of the Merger Agreement.

6. Grants shall vest if the grantee remains a director until the earlier of the first anniversary of the grant date or the company's next annual shareholder's meeting. The shares shall be release upon the grantee's leaving the company's board of directors.

7. This stock option, which provided for vesting 1/3rd on each of the first three anniversaries of the grant date was cancelled in exchange for the right to receive the difference between the exercise price of the option and $2.20 per share in cash pursuant to the Merger Agreement. These options vested automatically immediately prior to the consummation of the merger on March 18, 2013 in accordance with the terms of the Merger Agreement.

	Kenneth L. Walker, by power of attorney	03/19/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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