X0306 4 2013-03-18 0 0000748015 SEALY CORP ZZ 0001205976 ROEDEL RICHARD C/O SEALY CORPORATION ONE OFFICE PARKWAY TRINITY NC 27370 1 0 0 0 Common Stock 2013-03-18 4 D 0 90184 D 0 D Restricted Stock Units 6/12/2009 2013-03-18 4 D 0 6714 2.20 D Common Stock 6714 0 D Restricted Stock Units 5/2/2011 2013-03-18 4 D 0 23007 2.20 D Common Stock 23007 0 D Restricted Stock Units 4/18/2012 2013-03-18 4 D 0 26432 2.20 D Common Stock 26432 0 D Options (to buy) 11/23/2008 1.64 2013-03-18 4 D 0 60000 0.56 D 2015-11-23 Common Stock 60000 0 D Shares of Common Stock were disposed of in exchange for the right to receive $2.20 per share in cash pursuant to the Agreement and Plan of Merger by and among Tempur-Pedic International Inc., Silver Lightning Merger Company and Sealy Corporation (the "Merger Agreement"). Each restricted stock unit represented a contingent right to receive one share of Sealy Corporation common stock. The initial grant was for 20,000 restricted stock units with an annual growth rate of 8% until vested. With the vesting on March 18, 2013 6,714 units vested and the remaining units expired. The restricted stock units do not have an expiration date. Restricted stock units which were cancelled in exchange for the right to receive $2.20 per share in cash pursuant to the Merger Agreement. These restricted stock units vested automatically immediately prior to the consummation of the merger on March 18, 2013 in accordance with the terms of the Merger Agreement. Grants shall vest if the grantee remains a director until the earlier of the first anniversary of the grant date or the company's next annual shareholder's meeting. The shares shall be release upon the grantee's leaving the company's board of directors. This stock option, which provided for vesting 1/3rd on each of the first three anniversaries of the grant date was cancelled in exchange for the right to receive the difference between the exercise price of the option and $2.20 per share in cash pursuant to the Merger Agreement. These options vested automatically immediately prior to the consummation of the merger on March 18, 2013 in accordance with the terms of the Merger Agreement. Kenneth L. Walker, by power of attorney 2013-03-19