UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

	Select Comfort Corporation
(Name of Issuer)

	Common Stock
(Title of Class of Securities)

			81616X103
(CUSIP Number)

		November 12, 2009
Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

*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).

Page 1 of 17

Cusip No. 81616X103

13G

Page 2 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling SC Investor, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(2)
12.	TYPE OF REPORTING PERSON OO

(1)

As of November 17, 2009 (the date of filing of this Amendment No. 1 to Schedule 13G), Sterling SC Investor, LLC beneficially owned (i) 2,500,000 shares of Common Stock (as defined in Item 2(d)), and (ii) two immediately exercisable warrants (together, the “Warrants”) to purchase an aggregate 2,000,000 shares of Common Stock (these 2,500,000 shares of Common Stock, together with the shares of Common Stock issuable upon exercise of the Warrants, collectively, the “Sterling Shares”). All of the other reporting persons on this Schedule 13G/A No. 1 are affiliates of Sterling SC Investor, LLC.

(2)

Reported as of November 17, 2009 (the date of filing of this Amendment No. 1 to Schedule 13G), based on the sum of (i) 45,589,000 outstanding shares of Common Stock as of October 3, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 3, 2009, plus (ii) the 4,500,000 Sterling Shares.

Page 2 of 17

Cusip No. 81616X103

13G

Page 3 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling Fund Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(3)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(4)
12.	TYPE OF REPORTING PERSON OO

(3)	See footnote 1 above.

(4)	See footnote 2 above.

Page 3 of 17

Cusip No. 81616X103

13G

Page 4 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling Capital Partners III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(5)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON PN

(5)	See Item 5.

Page 4 of 17

Cusip No. 81616X103

13G

Page 5 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SC Partners III, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(6)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON PN

(6)	See Item 5.

Page 5 of 17

Cusip No. 81616X103

13G

Page 6 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling Capital Partners III, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(7)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12.	TYPE OF REPORTING PERSON OO

(7)	See Item 5.

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Cusip No. 81616X103

13G

Page 7 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rudolph Christopher Hoehn-Saric
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(8)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(9)
12.	TYPE OF REPORTING PERSON IN

(8)	See footnote 1 above.

(9)	See footnote 2 above.

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Cusip No. 81616X103

13G

Page 8 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Douglas L. Becker
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(10)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(11)
12.	TYPE OF REPORTING PERSON IN

(10)	See footnote 1 above.

(11)	See footnote 2 above.

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Cusip No. 81616X103

13G

Page 9 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven M. Taslitz
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(12)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(13)
12.	TYPE OF REPORTING PERSON IN

(12)	See footnote 1 above.

(13)	See footnote 2 above.

Page 9 of 17

Cusip No. 81616X103

13G

Page 10 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eric D. Becker
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(14)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(15)
12.	TYPE OF REPORTING PERSON IN

(14)	See footnote 1 above.

(15)	See footnote 2 above.

Page 10 of 17

Cusip No. 81616X103

13G

Page 11 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrick M. Elfman
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(16)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(17)
12.	TYPE OF REPORTING PERSON IN

(16)	See footnote 1 above.

(17)	See footnote 2 above.

Page 11 of 17

Cusip No. 81616X103

13G

Page 12 of 17 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael G. Bronfein
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 4,500,000(18)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 9.0%(19)
12.	TYPE OF REPORTING PERSON IN

(18)	See footnote 1 above.

(19)	See footnote 2 above.

Page 12 of 17

Cusip No. 81616X103

13G

Page 13 of 17 Pages

Item 1(a)

Name of Issuer: SELECT COMFORT CORPORATION

1(b)	Address of Issuer’s Principal Executive Offices:

9800 59th Avenue North

Minneapolis, Minnesota 55442

Item 2(a)

Name of Person Filing

Item 2(b)

Address of Principal Business Office

Item 2(c)

Citizenship

Sterling SC Investor, LLC

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited liability company

Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited liability company

Sterling Capital Partners III, L.P.

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited partnership

SC Partners III, L.P.

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited partnership

Sterling Capital Partners III, LLC

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

Delaware limited liability company

Page 13 of 17

Cusip No. 81616X103

13G

Page 14 of 17 Pages

Rudolf Christopher Hoehn-Saric

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

Douglas L. Becker

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

Steven M. Taslitz

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

U.S. Citizen

Eric D. Becker

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

Merrick M. Elfman

c/o Sterling Fund Management, LLC

1033 Skokie Boulevard

Suite 600

Northbrook, Illinois 60062

U.S. Citizen

Michael G. Bronfein

c/o Sterling Fund Management, LLC

650 S. Exeter Street

Suite 1000, 10th Floor

Baltimore, Maryland 21202

U.S. Citizen

2(d)	Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”).

Page 14 of 17

Cusip No. 81616X103

13G

Page 15 of 17 Pages

2(e)	CUSIP Number: 81616X103

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

Page 15 of 17

Cusip No. 81616X103

13G

Page 16 of 17 Pages

Item 4

Ownership:

STERLING SC INVESTOR, LLC

STERLING FUND MANAGEMENT, LLC

RUDOLF CHRISTOPHER HOEHN-SARIC

DOUGLAS L. BECKER

STEVEN M. TASLITZ

ERIC D. BECKER

MERRICK M. ELFMAN

MICHAEL G. BRONFEIN

(a) Amount beneficially owned:

4,500,000 shares of Common Stock.(20)

(b) Percent of Class:

Approximately 9.0%.(21)

(i)

sole power to vote or to direct the vote:

(ii)

shared power to vote or to direct the vote:

See Item 4(a) above.

(iii)

sole power to dispose or to direct the disposition of:

(iv)

shared power to dispose or to direct the disposition of:

See Item 4(a) above.

As of November 17, 2009, the date of filing of this Amendment No. 1 to Schedule 13G, none of Sterling Capital Partners III, L.P., SC Partners III, L.P. and Sterling Capital Partners III, LLC beneficially owns any shares of Common Stock. See Item 5.

(20)	See footnote 1 above.

(21)	See footnote 2 above.

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Cusip No. 81616X103

13G

Page 17 of 17 Pages

Item 5

Ownership of Five Percent or Less of a Class:

On November 12, 2009, Sterling SC Investor, LLC, Sterling Fund Management, LLC and the members of Sterling SC Investor, LLC entered into the Limited Liability Company Agreement of Sterling SC Investor, LLC, pursuant to which Sterling Fund Management, LLC became the sole managing member of Sterling SC Investor, LLC. As a result, since November 12, 2009, (1) none of Sterling Capital Partners III, L.P., SC Partners III, L.P. and Sterling Capital Partners III, LLC has beneficially owned any shares of Common Stock, and (2) none of Sterling Capital Partners III, L.P., SC Partners III, L.P. and Sterling Capital Partners III, LLC has been a member of any “group” with respect to any shares of Common Stock.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable.

Item 8

Identification and Classification of Members of the Group:

See Item 2 and Item 5 above.

Item 9

Notice of Dissolution of Group:

See Item 5.

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 17 of 17

Signature