X0306 4 2013-03-18 0 0000748015 SEALY CORP ZZ 0001471818 ALLEN JODI C/O SEALY CORPORATION ONE OFFICE PARKWAY TRINITY NC 27370 0 1 0 0 Sr VP-Marketing Common Stock 2013-03-18 4 D 0 375853 D 0 D Restricted Stock Units 10/14/2009 2013-03-18 4 D 0 130831 2.20 D Common Stock 130831 0 D Restricted Stock Units 4/14/2010 2013-03-18 4 D 0 33333 2.20 D Common Stock 33333 0 D Restricted Stock Units 3/1/2011 2013-03-18 4 D 0 70333 2.20 D Common Stock 70333 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 400,000 restricted stock units with an annual growth rate of 8% until vested. One quarter of these units, plus accretion, vest on the first four anniversaries of the grant date. With the vesting on March 18, 2013, 130,831 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. The initial grant was for 100,000 restricted stock units. The grant vests on an annual basis over 3 years. The initial grant was for 211,000 restricted stock units. The grant vests on an annual basis over 3 years. Kenneth L. Walker, by power of attorney 2013-03-21