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^*

DABIERO CARMEN J

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR. VP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2009

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	07/27/2009		M		3,341	A	$2.2983	3,918	D
Common Stock	07/27/2009		S		3,341	D	$2.2983	577	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)
Time Options 04/06/2004	$0.2	06/12/2009		D			11,931	04/06/2004	04/06/2014	Common Stock	11,931	⁽¹⁾	0	D
Time Options 04/06/2004	$0.15	06/12/2009		A		15,841		04/06/2004	04/06/2014	Common Stock	15,841	⁽¹⁾	15,841	D
Time Options 04/06/2004	$0.15	07/27/2009		M			3,341	04/06/2004	04/06/2014	Common Stock	3,341	$0	12,500	D
Time Options 07/20/2004	$5.79	06/12/2009		D			10,475	04/20/2009	07/20/2014	Common Stock	10,475	⁽²⁾	0	D
Time Options 07/20/2004	$4.36	06/12/2009		A		10,475		04/20/2009	07/20/2014	Common Stock	10,475	⁽²⁾	10,475	D
Perform Options 0720/2004	$5.79	06/12/2009		D			12,297	⁽³⁾	07/20/2014	Common Stock	12,297	⁽³⁾	0	D
Perform Options 07/20/2004	$4.36	06/12/2009		A		12,297		⁽³⁾	07/20/2014	Common Stock	12,297	⁽³⁾	12,297	D
Perform Options 10/6/2004	$5.79	06/12/2009		D			3,227	⁽⁴⁾	10/06/2014	Common Stock	3,227	⁽⁴⁾	0	D
Perform Options 10/6/2004	$4.36	06/12/2009		A		3,227		⁽⁴⁾	10/06/2014	Common Stock	3,227	⁽⁴⁾	3,227	D
Time Options 10/6/2004	$5.79	06/12/2009		D			3,417	⁽⁵⁾	10/06/2014	Common Stock	3,417	⁽⁵⁾	0	D
Time Options 10/6/2004	$4.36	06/12/2009		A		3,417		⁽⁵⁾	10/06/2014	Common Stock	3,417	⁽⁵⁾	3.417	D
Time Options 04/06/2006	$16	06/12/2009		D			2,526	⁽⁶⁾	04/06/2016	Common Stock	2,526	⁽⁶⁾	0	D
Time Options 04/06/2006	$12.05	06/12/2009		A		2,526		⁽⁶⁾	04/06/2016	Common Stock	2,526	⁽⁶⁾	2,526	D
Time Options 04/19/2006	$16.55	06/12/2009		D			800	⁽⁷⁾	04/19/2016	Common Stock	800	⁽⁷⁾	0	D
Time Options 04/19/2006	$12.47	06/12/2009		A		800		⁽⁷⁾	04/19/2016	Common Stock	800	⁽⁷⁾	800	D
Time Options 07/18/2006	$16.55	06/12/2009		D			526	⁽⁸⁾	07/18/2016	Common Stock	526	⁽⁸⁾	0	D
Time Options 07/18/2006	$12.47	06/12/2009		A		526		⁽⁸⁾	07/18/2016	Common Stock	526	⁽⁸⁾	526	D
Time Options 03/03/2008	$8.95	06/12/2009		D			3,750	⁽⁹⁾	03/03/2015	Common Stock	3,750	⁽⁹⁾	0	D
Time Options 03/03/2008	$6.74	06/12/2009		A		3,750		⁽⁹⁾	03/03/2015	Common Stock	3,750	⁽⁹⁾	3,750	D
Perform Options 03/03/2008	$8.95	06/12/2009		D			3,750	⁽¹⁰⁾	03/03/2015	Common Stock	3,750	⁽¹⁰⁾	0	D
Perform Options 03/03/2008	$6.74	06/12/2009		A		3,750		⁽¹⁰⁾	03/03/2015	Common Stock	3,750	⁽¹⁰⁾	3,750	D
Time Options 11/23/2008	$2.18	06/12/2009		D			7,500	⁽¹¹⁾	11/23/2015	Common Stock	7,500	⁽¹¹⁾	0	D
Time Options 11/23/2008	$1.64	06/12/2009		A		7,500		⁽¹¹⁾	11/23/2015	Common Stock	7,500	⁽¹¹⁾	7,500	D
Time Options 2/26/2009	$0.87	06/12/2009		D			47,500	⁽¹²⁾	02/26/2016	Common Stock	7,500	⁽¹²⁾	0	D
Time Options 2/26/2009	$0.66	06/12/2009		A		47,500		⁽¹²⁾	02/26/2016	Common Stock	7,500	⁽¹²⁾	7,500	D
Restricted Stock Units 2/26/2009	$0	06/12/2009		D			12,500	⁽¹³⁾	02/28/2012	Common Stock	12,500	⁽¹³⁾	0	D
Restricted Stock Units 2/26/2009	$0	06/12/2009		A		16,596		⁽¹³⁾	02/28/2012	Common Stock	16,596	⁽¹³⁾	16,596	D

Explanation of Responses:

1. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option.

2. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option.

3. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options will vest July 20, 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 (by early march following the close of the fiscal year).

4. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options will vest 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 (by early march following the close of the fiscal year).

5. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 6th of each month following October 6, 2004 for 60 months in 1/60th increments through October 6, 2010, as long as the employee remains with the Company.

6. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 6th of each month following April 6, 2006 for 60 months in 1/60th increments through April 6, 2011, as long as the employee remains with the Company.

7. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 19th of each month following April 19, 2006 for 60 months in 1/60th increments through April 19, 2011, as long as the employee remains with the Company.

8. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. 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 July 18, 2006 and continuing for 57 months in 1/57th increments through April 18, 2011, as long as the employee remains with the Company.

9. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 3rd of each month following March 3, 2008 for 36 months in 1/36th increments through March 3, 2011, as long as the employee remains with the Company.

10. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. If individual remains a Company employee through 11-30-2010 and if the Company achieves $223 million in EBITDA during fiscal year 2009 then 1/3 portion of grant will be paid. If the11-30-2010 employment date is attained and if the Company achieves $245 million in annual management EBITDA during the Company's fiscal year 2010 then 1/3 portion of grant will be paid, plus any grant amount not attainted the prior year. If the11-30-2010 employment date is attained and if the Company achieves $270 million in annual management EBITDA during the Company's fiscal year 2011 then 1/3 portion of grant will be paid, plus any grant amount not attainted the prior years.

11. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. 1/3rd of the options will become exercisable on November 23, 2009 and 1/3rd of the options will become exercisable on November 23, 2010 and the remainder on November 23, 2011, as long as the employee remains with the Company.

12. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. 9/33rds of the options will become exercisable on November 23, 2009 and 12/33rds of the options will become exercisable on November 23, 2010 and the remainder on November 23, 2011.

13. Two reported transactions involved an amendment of an outstanding restricted stock unit grant, resulting in the deemed cancellation of the "old" RSU and the making of a replacement RSU grant. Each restricted stock unit represents a contingent right to receive one share of Sealy Corporation common stock. If individual remains a Company employee through 2-26-2012 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 the Company's achieving $170 million in annual management EBITDA during the 3 year period. Final 1/3 portion will be paid for the Company's achieving $200 million annual management EBITDA during the 3 year period.

	/s/ Kenneth L. Walker, by power of attorney	07/30/2009
	** Signature of Reporting Person	Date
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