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*
GOLDMAN SACHS GROUP INC/
(Last) (First) (Middle)
85 BROAD ST
(Street)
NEW YORK NY 10004
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FOAMEX INTERNATIONAL INC [ FMXI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 02/12/2007 P 12,204,928 A $2.25 17,075,211 I See footnotes(1)(2)(4)
Common Stock 02/12/2007 P 1,339,974 A $2.25 18,415,185 I See footnotes(1)(3)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC/
(Last) (First) (Middle)
85 BROAD ST
(Street)
NEW YORK NY 10004
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO
(Last) (First) (Middle)
85 BROAD STREET
(Street)
NEW YORK NY 10004
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.
2. On February 12, 2007 (the "Effective Date"), Foamex International Inc.'s (the "Company") Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the "Second Amended Plan"), as confirmed by the U.S. Bankruptcy Court for the District of Delaware on February 1, 2007, became effective and the Company emerged from Chapter 11 bankruptcy protection. In connection with the Second Amended Plan and pursuant to the rights offering conducted by the Company, Goldman Sachs purchased 12,204,928 shares of common stock, $0.01 par value per share ("Common Stock").
3. Pursuant to the Second Amended Plan and the Call Option Agreement (as defined in the Second Amended Plan), Goldman Sachs exercised a call option and purchased 1,339,974 shares of Common Stock. In addition to the price of the Common Stock, Goldman Sachs paid the Company a premium of $704,000 to exercise the Call option.
4. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 18,415,185 shares of Common Stock. Goldman Sachs also has open short positions of 28 shares of Common Stock.
/s/ Yvette Kosic, Attorney-in-fact 02/12/2007
/s/ Yvette Kosic, Attorney-in-fact 02/12/2007
** 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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