X0306 4 2013-03-18 0 0000748015 SEALY CORP ZZ 0001457429 DABIERO CARMEN J C/O SEALY CORPORATION ONE OFFICE PARKWAY TRINITY NC 27370 0 1 0 0 Sr. VP - Human Resources Common Stock 2013-03-18 4 D 0 408997 D 0 D Restricted Stock Units 6/12/2009 2013-03-18 4 D 0 268539 2.20 D Common stock 268539 0 D Stock Options (to buy) 4/6/2004 0.15 2013-03-18 4 D 0 12500 2.05 D 2014-04-06 Common stock 12500 0 D Stock Options (to buy) 11/23/2008 1.64 2013-03-18 4 D 0 7500 0.56 D 2015-11-23 Common stock 7500 0 D Stock Options (to buy) 2/26/2009 0.66 2013-03-18 4 D 0 47500 1.54 D 2016-02-16 Common stock 47500 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 800,000 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 268,539 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. This stock option, which provided for vesting upon grant, 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. 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. This stock option (which provided for vesting over 33 months with prorated vesting on November 30, 2009, 2010 and 2011), 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 2013-03-21