Unassociated Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

	Select Comfort Corporation
(Name of Issuer)

	Common Stock
(Title of Class of Securities)

	81616X103
(CUSIP Number)

	October 2, 2009
Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*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 (“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).

Cusip No. 81616X103

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Page 2 of 16 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling SC Investor, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(2)
12.	TYPE OF REPORTING PERSON OO

(1)

The Issuer and Sterling SC Investor, LLC entered into a purchase agreement, dated as of October 2, 2009, pursuant to which Sterling SC Investor, LLC has the right, at its sole option, to purchase, (i) 2,500,000 shares of Common Stock (as defined in Item 2(d)), and (ii) an immediately exercisable warrant (the “Warrant”) to purchase 2,000,000 shares of Common Stock. Accordingly, as of the date of this Schedule 13G, Sterling SC Investor, LLC is deemed to beneficially own all of these shares of Common Stock (including the shares of Common Stock issuable upon exercise of the Warrant) (collectively, the “Sterling Shares”). All of the other reporting persons on this Schedule 13G are affiliates of Sterling SC Investor, LLC.

(2)	Reported as of October 9, 2009 (the date of filing of this Schedule 13G), based on the sum of (i) 45,583,724 outstanding shares of Common Stock as of October 2, 2009, as represented by the Issuer in the purchase agreement referenced in footnote 1 above, plus (ii) the 4,500,000 Sterling Shares.

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling Capital Partners III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(3)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(4)
12.	TYPE OF REPORTING PERSON PN

(3)	See footnote 1 above.

(4)	See footnote 2 above.

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SC Partners III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(5)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(6)
12.	TYPE OF REPORTING PERSON PN

(5)	See footnote 1 above.

(6)	See footnote 2 above.

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Cusip No. 81616X103

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling Capital Partners III, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(7)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(8)
12.	TYPE OF REPORTING PERSON OO

(7)	See footnote 1 above.

(8)	See footnote 2 above.

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rudolph Christopher Hoehn-Saric
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(9)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(10)
12.	TYPE OF REPORTING PERSON IN

(9)	See footnote 1 above.

(10)	See footnote 2 above.

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Douglas L. Becker
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(11)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(12)
12.	TYPE OF REPORTING PERSON IN

(11)	See footnote 1 above.

(12)	See footnote 2 above.

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Cusip No. 81616X103

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven M. Taslitz
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(13)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(14)
12.	TYPE OF REPORTING PERSON IN

(13)	See footnote 1 above.

(14)	See footnote 2 above.

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eric D. Becker
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(15)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(16)
12.	TYPE OF REPORTING PERSON IN

(15)	See footnote 1 above.

(16)	See footnote 2 above.

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrick M. Elfman
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(17)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(18)
12.	TYPE OF REPORTING PERSON IN

(17)	See footnote 1 above.

(18)	See footnote 2 above.

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1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael G. Bronfein
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
				(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(19)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES				¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(20)
12.	TYPE OF REPORTING PERSON IN

(19)	See footnote 1 above.

(20)	See footnote 2 above.

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Cusip No. 81616X103

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Item 1(a)

Name of Issuer: SELECT COMFORT CORPORATION

1(b)

Address of Issuer’s Principal Executive Offices:

9800 59th Avenue North

Minneapolis, Minnesota 55442

Item 2(a)

Name of Person Filing

Item 2(b)

Address of Principal Business Office

Item 2(c)

Citizenship

Sterling SC Investor, LLC

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited liability company

Sterling Capital Partners III, L.P.

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited partnership

SC Partners III, L.P.

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited partnership

Sterling Capital Partners III, LLC

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited liability company

Rudolf Christopher Hoehn-Saric

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

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Cusip No. 81616X103

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Douglas L. Becker

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

Steven M. Taslitz

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

U.S. Citizen

Eric D. Becker

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

Merrick M. Elfman

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

U.S. Citizen

Michael G. Bronfein

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

2(d) Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”).

2(e) CUSIP Number: 81616X103

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

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(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

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Item 4

Ownership:

STERLING SC INVESTOR, LLC

STERLING CAPITAL PARTNERS III, L.P.

SC PARTNERS III, L.P.

STERLING CAPITAL PARTNERS III, LLC

RUDOLF CHRISTOPHER HOEHN-SARIC

DOUGLAS L. BECKER

STEVEN M. TASLITZ

ERIC D. BECKER

MERRICK M. ELFMAN

MICHAEL G. BRONFEIN

(a) Amount beneficially owned:

4,500,000 shares of Common Stock.(21)

(b) Percent of Class:

Approximately 9.0%.(22)

(i)

sole power to vote or to direct the vote:

(ii)

shared power to vote or to direct the vote:

See Item 4(a) above.

(iii)

sole power to dispose or to direct the disposition of:

(iv)

shared power to dispose or to direct the disposition of:

See Item 4(a) above.

Item 5

Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

(21)	See footnote 1 above.

(22)	See footnote 2 above.

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Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable.

Item 8

Identification and Classification of Members of the Group:

See Item 2 above.

Item 9

Notice of Dissolution of Group:

Not Applicable.

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 16 of 16

Signature