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^*

DABIERO CARMEN J

(Last)

(First)

(Middle)

SEALY CORPORATION

ONE OFFICE PARKWAY

(Street)

TRINITY

27370

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2009

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 - Human Resources

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	577	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	04/06/2004	04/06/2014	Common shares of Sealy Corporation	11,931	0.2	D
Option - 07/20/2004	04/20/2009	07/20/2014	Common shares of Sealy Corporation	10,475	5.79	D
Option - 07/20/2004	⁽¹⁾	07/20/2014	Common shares of Sealy Corporation	12,297	5.79	D
Option - 10/06/2004	⁽²⁾	10/06/2014	Common shares of Sealy Corporation	3,227	5.79	D
Option - 10/06/2004	⁽³⁾	10/06/2014	Common shares of Sealy Corporation	3,417	5.79	D
Option - 04/06/2006	⁽⁴⁾	04/06/2016	Common shares of Sealy Corporation	2,526	16	D
Option - 04/19/2006	⁽⁵⁾	04/19/2016	Common shares of Sealy Corporation	800	16.55	D
Option - 07/18/2006	⁽⁶⁾	07/18/2016	Common shares of Sealy Corporation	526	16.55	D
Option - 03/03/2008	⁽⁷⁾	03/03/2015	Common shares of Sealy Corporation	3,750	8.95	D
Option - 03/03/2008	03/03/2015	03/03/2015	Common shares of Sealy Corporation	3,750	8.95	D
Option - 11/23/2008	⁽⁸⁾	11/23/2015	Common shares of Sealy Corporation	7,500	2.18	D
Restricted Stock Units	⁽¹⁰⁾	02/28/2012	Common Stock	12,500	⁽⁹⁾	D

Explanation of Responses:

1. April 7, 2012 at the latest. These performance options 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.

2. October 6, 2012 at the latest. These performance options 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.

3. October 6, 2012 at the latest. These performance options 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.

4. 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.

5. 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.

6. March 18, 2009 through November 18, 2013. 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 beginning March 18, 2009 and continuing for 57 months in 1/57th increments through November of 2013. A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009.

7. March 3, 2008 through February 3, 2011. These options are time options, five percent (5%) of which become exercisable on March 3, 2008 and the balance of which becomes exercisable on the 3rd of each month following that date for 36 months in 1/36th 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.

8. 1/3 of the options will become exercisable on the anniversary date of November 23rd each year in 2009, 2010 and 2011.

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

10. If individual remains a Company employee through 2-28-2012 and if during Company's fiscal years 2009, 2010 or 2011 the Company's annual management EBITDA equals or exceeds $157 million, then 1/3 portion of grant will be paid. An additional 1/3 portion will be paid for achieving $170 million in annual management EBITDA during the 3 year period. Final 1/3 portion will be paid for achieving $200 million annual management EBITDA during the 3 year period.

	Michael Q. Murray, by power of attorney	03/09/2009
	** 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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