SEC FORM 3

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^*

Rusing Steven H

(Last)

(First)

(Middle)

SEALY CORPORATION

ONE OFFICE PARKWAY

(Street)

TRINITY

27370

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP, National Accounts

5. 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 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 par value .01 per share	1,752	D
Common Stock par value .01 per share	40,948	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option	04/06/2004	04/06/2014	Common shares of Sealy Corporation	11,510	$0.2	D
Option - 07/20/2004	⁽¹⁾	07/20/2014	Common shares of Sealy Corporation	13,213	$5.79	D
Option - 07/20/2004	⁽²⁾	07/20/2014	Common shares of Sealy Corporation	28,792	$5.79	D
Option - 04/06/2006	⁽³⁾	04/06/2016	Common shares of Sealy Corporation	7,670	$16	D
Option - 04/19/2006	⁽⁴⁾	04/19/2016	Common shares of Sealy Corporation	2,428	$16.55	D
Option - 07/18/2006	⁽⁵⁾	07/18/2016	Common shares of Sealy Corporation	1,598	$16.55	D

Explanation of Responses:

1. July 20, 2004 through March 20, 2009. These options are time options, five percent (5%) of which become exercisable on July 20, 2004 and the balance of which becomes exercisable on the 20th of each month following that date for 57 months in 1/57th increments through April of 2009. A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009.

2. April 7, 2012 at the latest. These options are performance options that will vest after eight years regardless of performance as long as the employee remains with the company, but they can become exercisable if the Company's auditors confirm that the Company has reached certain pre-set financial targets on a yearly basis. The date for that confirmation is generally when the auditors confirm the financial results for the company (early March following the close of the fiscal year). A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7. 2009. Sixty percent (60%) of these options are currently exercisable.

3. April 6, 2006 through January 6, 2011. These options are time options, five percent (5%) of which become exercisable on April 6, 2006 and the balance of which becomes exercisable on the 6th of each month following that date for 60 months in 1/60th increments through February of 2011. A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009.

4. April 19, 2006 through January 19, 2011. These options are time options, five percent (5%) of which become exercisable on April 19, 2006 and the balance of which becomes exercisable on the 19th of each month following that date for 60 months in 1/60th increments through February of 2011. A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009.

5. July 18, 2006 through March 18, 2011. These options are time options, five percent (5%) of which become exercisable on July 18, 2006 and the balance of which becomes exercisable on the 18th of each month following that date for 60 months in 1/60th increments through April of 2011. A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009.

	Michael Q. Murray, by power of attorney	02/27/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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