-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmFLyQgC94y1X8wodINT/5gZm3UYcW6gPDY/K8nc+QpaprJTbhDdlDFt/aJejY75 yibrPvHobx81I2a9gOGqCg== 0001104659-09-047314.txt : 20090805 0001104659-09-047314.hdr.sgml : 20090805 20090805152051 ACCESSION NUMBER: 0001104659-09-047314 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090612 FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ackerman Jeffrey C CENTRAL INDEX KEY: 0001358145 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08738 FILM NUMBER: 09988071 MAIL ADDRESS: STREET 1: C/O SEALY CORPORATION STREET 2: ONE OFFICE PARKWAY CITY: TRINITY STATE: NC ZIP: 27370 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEALY CORP CENTRAL INDEX KEY: 0000748015 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 363284147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1202 BUSINESS ADDRESS: STREET 1: 520 PIKE ST CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066251233 MAIL ADDRESS: STREET 1: HALLE BUILDING 10TH FLOOR STREET 2: 1228 EUCLID AVE CITY: CLEVELAND STATE: OH ZIP: 44115 FORMER COMPANY: FORMER CONFORMED NAME: OHIO MATTRESS CO /DE/ DATE OF NAME CHANGE: 19900322 4 1 a4.xml 4 X0303 4 2009-06-12 0 0000748015 SEALY CORP ZZ 0001358145 Ackerman Jeffrey C C/O SEALY CORPORATION ONE OFFICE PARKWAY TRINITY NC 27370 0 1 0 0 EVP and CFO Vested Options 04/06/2006 16.00 2009-06-12 4 D 0 8606 D 2016-04-06 Common Stock 8606 0 D Vested Options 04/06/2006 12.05 2009-06-12 4 A 0 8606 A 2016-04-06 Common Stock 8606 8606 D Time Options 5% 04/06/2006 16.00 2009-06-12 4 D 0 111287 D 2016-04-06 Common Stock 111287 0 D Time Options 5% 04/06/2006 12.05 2009-06-12 4 A 0 111287 A 2016-04-06 Common Stock 111287 111287 D Perform Options 04/06/2006 16.00 2009-06-12 4 D 0 94231 D 2016-04-06 Common Stock 94231 0 D Perform Options 04/06/2006 12.05 2009-06-12 4 A 0 94231 A 2016-04-06 Common Stock 94231 94231 D Time Options 04/27/2006 16.00 2009-06-12 4 D 0 25390 D 2016-04-27 Common Stock 25390 0 D Time Options 04/27/2006 12.05 2009-06-12 4 A 0 25390 A 2016-04-27 Common Stock 25390 25390 D Time Options 07/18/2006 12.62 2009-06-12 4 D 0 5400 D 2016-07-18 Common Stock 5400 0 D Time Options 07/18/2006 9.51 2009-06-12 4 A 0 5400 A 2016-07-18 Common Stock 5400 5400 D Time Options 12/22/2006 14.99 2009-06-12 4 D 0 65848 D 2016-12-22 Common Stock 65848 0 D Time Options 12/22/2006 11.29 2009-06-12 4 A 0 65848 A 2016-12-22 Common Stock 65848 65848 D Perform Options 12/22/2006 14.99 2009-06-12 4 D 0 87153 D 2016-12-22 Common Stock 87153 0 D Perform Options 12/22/2006 11.29 2009-06-12 4 A 0 87153 A 2016-12-22 Common Stock 87153 87153 D Time Options 03/03/2008 8.95 2009-06-12 4 D 0 40000 D 2015-03-03 Common Stock 40000 0 D Time Options 03/03/2008 6.74 2009-06-12 4 A 0 40000 A 2015-03-03 Common Stock 40000 40000 D Perform Options 03/03/2008 8.95 2009-06-12 4 D 0 40000 D 2015-03-03 Common Stock 40000 0 D Perform Options 03/03/2008 6.74 2009-06-12 4 A 0 40000 A 2015-03-03 Common Stock 40000 40000 D Time Options 11/23/2008 2.18 2009-06-12 4 D 0 240000 D 2015-11-23 Common Stock 240000 0 D Time Options 11/23/2008 1.64 2009-06-12 4 A 0 240000 A 2015-11-23 Common Stock 240000 240000 D Restricted Stock Units 2/26/2009 0 2009-06-12 4 D 0 60000 D 2012-02-28 Common Stock 60000 0 D Restricted Stock Units 2/26/2009 0 2009-06-12 4 A 0 79662 A 2012-02-28 Common Stock 79662 79662 D Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These are fully options, which were exercisable upon grant. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which were 5% exercisable at grant and the balance become exercisable on the 6th of each month following April 6, 2006 for 57 months in 1/57th increments through April 6 2011, as long as the employee remains with the Company. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options will vest April 6, 2013 at the latest. These performance options will vest after eight years regardless of performance as long as the employee remains with the company, but 31.4286% vested as the result of the Company's reaching certain pre-set financial targets. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 27th of each month following April 27, 2006 for 60 months in 1/60th increments through April 27 2011, as long as the employee remains with the Company. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 18th of each month following July 18, 2006 for 60 months in 1/60th increments through July 18, 2011, as long as the employee remains with the Company. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 22nd of each month following December 22, 2006 for 36 months in 1/36th increments through December 22, 2009, as long as the employee remains with the Company. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The financial performance targets to vest these options early were not met and as a result these options will vest December 22, 2014, as long as the employee remains with the Company. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. These options are time options, which become exercisable on the 3rd of each month following March 3, 2008 for 36 months in 1/36th increments through March 3, 2011, as long as the employee remains with the Company. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. If individual remains a Company employee through 11-30-2010 and if the Company achieves $223 million in annual management EBITDA during the Company's fiscal year 2009 then 1/3 portion of grant will be paid. If the11-30-2010 employment date is attained and if the Company achieves $245 million in annual management EBITDA during the Company's fiscal year 2010 then 1/3 portion of grant will be paid, plus any grant amount not attainted the prior year. If the11-30-2010 employment date is attained and if the Company achieves $270 million in annual management EBITDA during the Company's fiscal year 2011 then 1/3 portion of grant will be paid, plus any grant amount not attainted the prior years. Two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. 1/3rd of the options will become exercisable on November 23, 2009 and 1/3rd of the options will become exercisable on November 23, 2010 and the remainder on November 23, 2011, as long as the employee remains with the Company. Two reported transactions involved an amendment of an outstanding restricted stock unit grant, resulting in the deemed cancellation of the "old" RSU and the making of a replacement RSU grant. Each restricted stock unit represents a contingent right to receive one share of Sealy Corporation common stock. If individual remains a Company employee through 2-28-2012 and if during Company's fiscal years 2009, 2010 or 2011 the Company's annual management EBITDA equals or exceeds $157 million, then 1/3 portion of grant will be paid. An additional 1/3 portion will be paid for the Company's achieving $170 million in annual management EBITDA during the 3 year period. Final 1/3 portion will be paid for the Company's achieving $200 million annual management EBITDA during the 3 year period. Kenneth L. Walker, by power of attorney 2009-08-04 -----END PRIVACY-ENHANCED MESSAGE-----