UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Sealy Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

812139301

(CUSIP Number)

H Partners Management, LLC

888 Seventh Avenue, 29th Floor

New York, New York 10019

Attn: Rehan Jaffer

(212) 265-4200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 12, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No 812139301

CUSIP No 812139301

CUSIP No 812139301

CUSIP No 812139301

SCHEDULE 13D/A4

This constitutes Amendment No. 4 to the statement on Schedule 13D (the “Amendment No. 4”) filed jointly on behalf of H Partners Management, the Partnership, H Partners Capital and Rehan Jaffer, dated and filed November 7, 2011 (the “Statement”), relating to the common stock, $0.01 par value per share, of Sealy Corporation (the “Company”). The Company’s principal executive office is located at Sealy Drive, One Office Parkway, Trinity, North Carolina 27370. This amendment is being filed to amend and restate Item 4. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 4 is hereby amended and restated in its entirety as follows:

The Shares covered by this Schedule 13D were acquired by the Reporting Persons for investment purposes in the ordinary course of business. The Reporting Persons believe that it would be in their best interest, and those of other shareholders, to attempt to influence the governance and business strategies of the Company. The Reporting Persons have attempted and continue to attempt to engage in discussions with members of the Board of Directors (the “Board”) and management of Sealy regarding potential means for enhancing shareholder value, including through potential shareholder proposals and seeking representation on the Board.

On March 11, 2012, the Reporting Persons sent a letter to the Board (the “March 11 Letter”) (filed as Exhibit 99.2 to Amendment No. 2 to the Statement) recommending that: (i) the Reporting Persons be allowed to appoint one representative to the Board; (ii) KKR’s Board representation be proportionate with its ownership interest; (iii) Dean Nelson resign from the Board; (iv) two additional qualified, independent directors be appointed; (v) a representative of the Reporting Persons be appointed to the CEO search committee; (vi) the Board’s nominating and corporate governance committee be recomposed; and (vii) the Board create a “Conflicts Committee.” Further, the March 11 Letter stated that the Reporting Persons would continue to explore all avenues to enhance the value of their investment, including, but not limited to, withholding votes from incumbent directors at the annual meeting of stockholders.

On March 23, 2012, the Board sent a letter to the Reporting Persons (the “Sealy March 23 Letter”) in response to the March 11 Letter. On March 27, 2012, the Reporting Persons sent a letter to the Board (the “March 27 Letter”) in response to the Sealy March 23 Letter (filed as Exhibit 99.3 to Amendment No. 3 to the Statement).

On April 12, 2012, as set forth in the press release filed as Exhibit 99.4 to Amendment No. 4 to the Statement, the Reporting Persons announced their intention to withhold votes from all of the incumbent directors at the annual meeting of stockholders of the Company.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, purchasing or selling shares of common stock or preferred stock or other securities of the Company or changing their intentions with respect to any and all matters referred to in Item 4.

SIGNATURES

After reasonable inquiry and to the best of such Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 13, 2012

H Partners Management, LLC

By:     /s/ Rehan Jaffer                                           

Name/Title: Rehan Jaffer/Managing Member

H Partners, LP

By: H Partners Capital, LLC, its General Partner

By:     /s/ Rehan Jaffer                                           

Name/Title: Rehan Jaffer/Managing Member

H Partners Capital, LLC

By:     /s/ Rehan Jaffer                                           

Name/Title: Rehan Jaffer/Managing Member

Rehan Jaffer

By:     /s/ Rehan Jaffer                                           

Name/Title: Rehan Jaffer

FOR IMMEDIATE RELEASE

H Partners Announces Intention to Withhold Votes for Sealy’s Directors at Annual Meeting

Leading Independent Proxy Advisory Firms Recommend Stockholders

Withhold Votes for Multiple Sealy Directors

New York – April 12, 2012 – H Partners Management, LLC (“H Partners”), a beneficial owner of approximately 15.3 percent of Sealy Corporation’s (NYSE: ZZ) (“Sealy” or the “Company”) outstanding shares, today announced that it intends to withhold votes for all of Sealy’s director nominees at the Company’s upcoming Annual Meeting of Stockholders scheduled for Wednesday, April 18, 2012.¹

“Sealy’s Board of Director nominees must be held accountable for overseeing significant value destruction,” said Usman Nabi, Partner at H Partners. “We seek change that will benefit all stockholders. H Partners has an excellent track record of collaborating with boards and management teams to achieve strong results, and is eager to work constructively with the Board to restore Sealy to its former greatness.”

H Partners noted that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis & Co (“Glass Lewis”) both recommend that stockholders withhold votes for multiple Sealy Directors. Both advisory firms recommend withholding votes for director nominees Deborah Ellinger, James Johnston, and Gary Morin. In addition to these three directors, Glass Lewis recommends that Sealy stockholders withhold votes for Dean Nelson and Richard Roedel.

Gary Morin, head of Sealy’s Nominating & Corporate Governance Committee, was specifically cited by Glass Lewis for allowing a KKR-affiliated director to exert excessive influence. Glass Lewis stated that Sealy’s current governance is not sufficiently “pro-shareholder” because “The Company's non-executive chairman is an affiliated director and the Company has neither appointed an independent chairman nor an independent lead or presiding director.” Similarly, the ISS report noted: “The chairman of the board is a non-independent non-executive director.”²

In addition, ISS and Glass Lewis noted potential conflicts of interest at Sealy. ISS cautioned that “33.33% of directors were involved in material RPTs [related-party transactions].” Glass Lewis singled out Dean Nelson, CEO of KKR Capstone, for his conflicts of interest:

“Nominee NELSON serves as CEO of KKR Capstone, which, along with KKR, received approximately $1.3 million from the Company for portfolio consulting services in the fiscal year 2011. We question the need for the Company to engage in consulting relationships with its directors. We view such relationships as potentially creating conflicts for directors, as they may be forced to weigh their own interests in relation to shareholder interests when making board decisions. In addition, a company's decision regarding where to turn for the best portfolio consulting services may be compromised when doing business with the firm of one of the company's directors.”

H Partners made the decision to withhold its votes for incumbent directors only after careful consideration of Sealy’s performance, strategy and corporate governance structure. Since Sealy’s IPO in 2006, KKR-dominated boards have overseen the destruction of $1.2 billion, or almost 90 percent, of common equity value. H Partners believes that Sealy’s Board has:

Sealy’s underperformance has continued in 2012. Sealy’s domestic sales grew 0.7 percent in the fiscal first quarter of 2012, significantly below the industry’s 26 percent growth during the same period. This implies that Sealy is losing market share at an alarming rate and may have recently lost the number one market position it has held for decades.

Consistent with H Partners’ views, Glass Lewis stated: “We believe an entity with a significant portion of the Company’s voting power should be entitled to board representation in proportion to its ownership interest.” Based on this principle, H Partners urges Sealy to add three directors chosen by the 53.8 percent non-KKR stockholders. As a 15.3 percent owner with strong qualifications, H Partners should be entitled to add one representative to the Board. In addition, H Partners urges Sealy to create a “Conflicts Committee” comprised solely of independent directors.

H Partners believes that Sealy is at a critical inflection point. The Company is searching for a CEO while its performance continues to deteriorate. In these challenging circumstances, it is imperative that Sealy seeks representation and input from all stockholders.

Contacts:

Meaghan Repko / Andrew Siegel

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

¹ H Partners is seeking solely to inform Sealy stockholders of its voting intentions and reasons for its opposition to the incumbent directors. H Partners is not soliciting votes of other stockholders.

² Permission to use quotations from ISS and Glass Lewis reports was neither sought nor obtained.

³ As mentioned in H Partners’ letter dated March 27, 2012, it appears that KKR received payments from Sealy for KKR’s role as underwriter on $350 million of first lien bonds issued in 2009. However, H Partners has found no disclosure of any payments to KKR for this underwriting role. Therefore, KKR’s potential underwriting fees are not included in the $20.9 million amount.