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*
Claypool Jeffrey C
(Last) (First) (Middle)
C/O SEALY CORPORATION
ONE OFFICE PARKWAY
(Street)
TRINITY NC 27370
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SEALY CORP [ ZZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Snr. VP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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, par value $0.01 per share 04/07/2006 X 3,919 A $0.2 3,919 D
Common stock, par value $0.01 per share 04/23/2006 J(4) 3,919 D $15.75 0 D
Common stock, par value $0.01 per share 04/23/2006 J(4) 3,919 A $15.75 22,906 I See footnote(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
Option (to buy) $0.2 04/07/2006 X 3,919 (1) 04/07/2014 Common Stock, par value $0.01 per share 3,919 $0 55,280 D
Option (to buy) $16.55 04/19/2006 A 6,159 (2) 04/19/2016 Common stock, par value $0.01 per share 6,159 $0 6,159 D
Option (to buy) $16.55 07/18/2006 A 4,053 (3) 07/18/2016 Common stock, par value $0.01 per share 4,053 $0 4,053 D
Explanation of Responses:
1. Immediately exercisable. The Reporting Person is party to a Management Stockholder's Agreement which generally restricts the sale of the underlying securities until April 7, 2009.
2. On April 6, 2006, previously reported options were granted to members of Sealy Corporation's management in exchange for their waiver of registration rights in connection with Sealy Corporation's initial public offering (IPO). The options granted on April 19, 2006 were issued as a result of the subsequent exercise by the underwriters in the IPO of their option to purchase additional shares for overallotment purposes, which triggered additional compensation to management in exchange for their waiver of registration rights. These options are exercisable in 1/60th increments on the 19th of each month for 60 consecutive months beginning on May 19, 2006. The Reporting Person is party to a Management Stockholder's Agreement which generally restricts the sale of the underlying securities until April 7, 2009.
3. As a result of a calculation error, the number of options issued on April 19, 2006 pursuant to note 2 above did not equal the full amount of additional compensation to which management was entitled in exchange for their waiver of registration rights. The options granted on July 17, 2006 were issued in order to correct this error. The exercise price represents the fair market value of Sealy Corporation's common stock on April 19, 2006 (which exercise price exceeded the fair market value of Sealy Corporation's common stock on the date of grant). Five percent of these options are immediately exercisable and the remainder is exercisable in 1/57th increments on the 18th of each month for 57 consecutive months beginning on August 18, 2006. The Reporting Person is party to a Management Stockholder's Agreement which generally restricts the sale of the underlying securities until April 7, 2009.
4. The Reporting Person transferred shares of common stock into Someday Ltd., a limited partnership trust controlled by the Reporting Person. Following this transfer, the Reporting Person is the beneficial owner of 22,906 shares of common stock, all of which is held by Someday Ltd.
/s/ Kenneth L. Walker by Power-of-Attorney 07/20/2006
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.