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^*

Rogers Lawrence 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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2008

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)

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)
Option (to buy)	$8.95	03/03/2008		A		42,500		⁽¹⁾	03/03/2015	Common stock, par value $0.01 per share	42,500	$0	42,500	D
Option (to buy)	$8.95	03/03/2008		A		42,500		⁽²⁾	03/03/2015	Common stock, par value $0.01 per share	42,500	$0	42,500	D
Option (to buy)	$6.85	07/22/2008		A		300,000		⁽¹⁾	07/22/2015	Common stock, par value $0.01 per share	300,000	$0	300,000	D
Option (to buy)	$0.2	07/22/2008		D⁽³⁾		156,376		⁽⁴⁾	04/07/2014	Common stock, par value $0.01 per share	156,376	$0	156,376	D
Option (to buy)	$0.2	07/22/2008		A⁽³⁾		156,376		⁽⁴⁾	04/07/2014	Common stock, par value $0.01 per share	156,376	$0	156,376	D
Option (to buy)	$5.78	07/22/2008		D⁽³⁾		160,499		⁽⁵⁾	07/20/2014	Common stock, par value $0.01 per share	160,499	$0	160,499	D
Option (to buy)	$5.78	07/22/2008		A⁽³⁾		160,499		⁽⁵⁾	07/20/2014	Common stock, par value $0.01 per share	160,499	$0	160,499	D
Option (to buy)	$5.78	07/22/2008		D⁽³⁾		187,216		⁽⁶⁾	07/20/2014	Common stock, par value $0.01 per share	187,216	$0	187,216	D
Option (to buy)	$5.78	07/22/2008		A⁽³⁾		187,216		⁽⁶⁾	07/20/2014	Common stock, par value $0.01 per share	187,216	$0	187,216	D
Option (to buy)	$16.55	07/22/2008		D⁽³⁾		10,044		⁽⁷⁾	04/19/2016	Common stock, par value $0.01 per share	10,044	$0	10,044	D
Option (to buy)	$16.55	07/22/2008		A⁽³⁾		10,044		⁽⁷⁾	04/19/2016	Common stock, par value $0.01 per share	10,044	$0	10,044	D
Option (to buy)	$16.55	07/22/2008		D⁽³⁾		6,609		⁽⁸⁾	07/08/2016	Common stock, par value $0.01 per share	6,609	$0	6,609	D
Option (to buy)	$16.55	07/22/2008		A⁽³⁾		6,609		⁽⁸⁾	07/08/2016	Common stock, par value $0.01 per share	6,609	$0	6,609	D
Option (to buy)	$14.99	07/22/2008		D⁽³⁾		129,020		⁽⁹⁾	12/26/2016	Common stock, par value $0.01 per share	129,020	$0	129,020	D
Option (to buy)	$14.99	07/22/2008		A⁽³⁾		129,020		⁽⁹⁾	12/26/2016	Common stock, par value $0.01 per share	129,020	$0	129,020	D
Option (to buy)	$14.99	07/22/2008		D⁽³⁾		97,842		⁽¹⁰⁾	12/26/2016	Common stock, par value $0.01 per share	97,842	$0	97,842	D
Option (to buy)	$14.99	07/22/2008		A⁽³⁾		97,842		⁽¹⁰⁾	12/26/2016	Common stock, par value $0.01 per share	97,842	$0	97,842	D
Option (to buy)	$16	07/22/2008		D⁽³⁾		31,720		⁽¹¹⁾	04/06/2016	Common stock, par value $0.01 per share	31,720	$0	31,720	D
Option (to buy)	$16	07/22/2008		A⁽³⁾		31,720		⁽¹¹⁾	04/06/2016	Common stock, par value $0.01 per share	31,720	$0	31,720	D

Explanation of Responses:

1. These options are time options, which vest monthly over 36 months.

2. These options are performance options that will vest over three years upon satisfaction of certain performance targets.

3. The reported transactions involved an amendment to an outstanding option, resulting in, for Section 16 reporting purposes, the deemed cancellation of the original option and the award of a replacement option. The option was originally exercisable, upon a termination of employment without cause, for a period equal to the shorter of one year after termination of employment or the then remaining term of the option. The exercisability of the option upon a termination of employment without cause has now been extended to a period equal to the shorter of two years after termination of employment or the then remaining term of the option. The extension of the exercisability period was the only modification to the award.

4. These options are immediately exercisable, but a Management Stockholders Agreement (with some change of control exceptions) restricts the sale of any underlying security until April 7, 2009.

5. July 20, 2004 through March 20, 2009. These options are time options, five percent (5%) of which became exercisable on July 20, 2004 and the balance of which became and become 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 of control exceptions) restricts the sale of any underlying security until April 7, 2009.

6. April 7, 2013 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).

7. These options are exercisable in 1/60th increments on the 19th of each month for 60 consecutive months beginning on May 19, 2006. The Reporting Person is party to a Management Stockholder's Agreement which generally restricts the sale of the underlying securities until April 7, 2009.

8. Five percent of these options were immediately exercisable and the remainder is exercisable in 1/57th increments on the 18th of each month for 57 consecutive months beginning on August 18, 2006. The Reporting Person is party to a Management Stockholder's Agreement which generally restricts the sale of the underlying securities until April 7, 2009.

9. These options are time options which vest monthly over 36 months.

10. 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 over two years 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).

11. These options are time options, which became exercisable beginning on May 6, 2006 in 1/60th increments on the 6th of each month following that date for 60 months 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.

	/s/ Kenneth L. Walker by Power-of-Attorney	07/24/2008
	** 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 4 (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).
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