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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (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) X Director X 10% Owner Officer (give title below) X Other (specify below) See footnote 4 and 5.
	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		C(1)		1,500,000	A	$2.25(1)	4,888,426	D(4)(5)
Common Stock	02/12/2007		P(2)		12,250,396	A	$2.25	17,138,822	D(4)(5)
Common Stock	02/12/2007		P(3)		1,575,992	A	$2.25(3)	18,714,814	D(4)(5)

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
Series B Preferred Stock	$2.25	02/12/2007		C(1)			15,000	(1)	(1)	Common Stock	1,500,000	(1)	0	D(4)(5)

1. Name and Address of Reporting Person* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnote 4 and 5.

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.P. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnote 4 and 5.

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.L.C. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnote 4 and 5.

1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnote 4 and 5.

Explanation of Responses:

1. The reporting persons acquired 1,500,000 shares of Common Stock by converting 15,000 shares of Series B Preferred Stock for no additional consideration. Each share of Preferred Stock was convertible at any time, for no futher consideration, into 100 shares of Common Stock, subject to certain antidilution adjustment provisions. The Preferred Stock had no expiriration date.

2. The reporting persons purchased 12,250,396 shares of Common Stock pursuant to the rights offering conducted by the Issuer in connection with the Issuer's Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code ("Second Amended Plan").

3. The reporting persons exercised a call option (the "Call Option") pursuant to the Second Amended Plan and the Call Option Agreement (as defined in the Second Amended Plan). Under the Call Option, the reporting persons purchased 1,575,992 shares of Issuer's Common Stock. In addition to the price of the Common Stock, the reporting person paid the Issuer a premium of $828,000 to exercise the Call Option.

4. The securities of the Issuer to which this form relates are held directly by D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar"). D. E. Shaw & Co., L.P. ("DESCO LP"), as an investment adviser to Laminar; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar; and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (Continued in Footnote 6)

5. In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by DESCO LP or DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed directors of the Issuer by virtue of DESCO LP employee Seth Charnow's service as a member of the Issuer's board of directors. None of Laminar, DESCO LP, DESCO LLC, or David E. Shaw serves as a director of the Issuer.

	D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member, By: Julius Gaudio, Managing Director	02/14/2007
	D. E. Shaw & Co., L.P. By: Julius Gaudio, Managing Director	02/14/2007
	D. E. Shaw & Co., L.L.C. By: Julius Gaudio, Managing Director	02/14/2007
	David E. Shaw By: Julius Gaudio, as Attorney-in-Fact for David E. Shaw	02/14/2007
	** 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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