Form 3 MURRAY MICHAEL Q For: Aug 01 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MURRAY MICHAEL Q

(Last)

(First)

(Middle)

SEALY CORPORATION, ONE OFFICE PARKWAY

(Street)

TRINITY

27370

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2009

3. Issuer Name and Ticker or Trading Symbol
SEALY CORP [ZZ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP & General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	547	D
8% Senior Secured Third Lien Note due 2016	43	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Time Option 04/06/2004 $0.27	04/06/2004	04/06/2014	Common Stock	10,062	$ 0.2	D
Time Option 04/06/2004 $1.90	04/06/2004	04/06/2014	Common Stock	4,031	$ 1.43	D
Time Options 07/20/2004	⁽¹⁾	07/20/2014	Common Stock	9,552	$ 4.36	D
Perform Options 07/20/2004	⁽²⁾	07/20/2014	Common Stock	12,297	$ 4.36	D
Waiver Options 04/06/2006	⁽³⁾	04/06/2016	Common Stock	2,397	$ 12.05	D
Waiver Options 04/19/2006	⁽⁴⁾	04/19/2016	Common Stock	759	$ 12.47	D
Waiver Options 07/18/2006	⁽⁵⁾	07/18/2016	Common Stock	500	$ 12.47	D
Time Options 03/03/2008	⁽⁶⁾	03/03/2015	Common Stock	5,000	$ 6.74	D
Perform Options 03/03/2008	⁽⁷⁾	03/03/2015	Common Stock	5,000	$ 6.74	D
Time Options 11/23/2008	⁽⁸⁾	11/23/2015	Common Stock	10,000	$ 1.64	D
Time Options 11/26/2008	⁽⁹⁾	11/26/2015	Common Stock	25,000	$ 2.15	D
Restricted Stock Units 02/26/2009	⁽¹⁰⁾	02/28/2012	Common Stock	16,596	$ 0	D
Restricted Stock Units 06/12/2009	⁽¹¹⁾	06/12/2013	Common Stock	916,002	$ 0	D

Explanation of Responses:

1. These options are time options, which were 5% exercisable at grant and the balance become exercisable on the 6th of each month following July 20, 2004 for 57 months in 1/57th increments through April 20 2009, as long as the employee remained with the Company.

2. These options will vest July 20, 2012 at the latest. These performance options will vest after eight years regardless of performance as long as the employee remains with the company, but they can become exercisable if the Company's auditors confirm that the Company has reached certain pre-set financial targets on a yearly basis. The date for that confirmation is generally when the auditors confirm the financial results for the company (by early march following the close of the fiscal year).

3. These options are time options, which become exercisable on the 6th of each month following April 6, 2006 for 60 months in 1/60th increments through April 6, 2011, as long as the employee remains with the Company.

4. These options are time options, which become exercisable on the 19th of each month following April 19, 2006 for 60 months in 1/60th increments through April 19, 2011, as long as the employee remains with the Company.

5. These options are time options, five percent (5%) of which become exercisable on July 18, 2006 and the balance of which becomes exercisable on the 18th of each month following July 18, 2006 and continuing for 57 months in 1/57th increments through April 18, 2011, as long as the employee remains with the Company.

6. 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.

7. If the 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.

8. 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.

9. 1/3rd of the options will become exercisable on November 26, 2009 and 1/3rd of the options will become exercisable on November 26, 2010 and the remainder on November 26, 2011, as long as the employee remains with the Company.

10. 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 any of the 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. The final 1/3 portion will be paid for the Company's achieving $200 million annual management EBITDA during the 3 year period.

11. Initial grant is for 750,000 restricted stock units with an annual growth rate of 8% until vested. The grant will vest on an annual basis over 4 years. The grant, as a result of the annual 8% growth rate will result in 916,002 shares of common stock, if fully vested.

	Michael Q. Murray	09/14/2009
	** 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 5(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.

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