Form 3 SEALY CORP For: Oct 01 Filed by: KKR Group Ltd (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

OMB APPROVAL

OMB Number:		3235-0104
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person^*

KKR Fund Holdings L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2009

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	46,625,921	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾

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)
8% Senior Secured Third Lien Convertible Notes due 2016 ⁽⁴⁾	⁽⁵⁾	07/15/2016	Common Stock, par value $0.01 per share	93,847,750	$ 0	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾

Explanation of Responses:
1. KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P. and KKR Management LLC are filing this Form 3 as a result of a structural reorganization of KKR & Co. L.P. and its affiliates ("KKR") in connection with the combination of the businesses of KKR and KKR Private Equity Investors, L.P.
2. These securities are held by Sealy Holding LLC. Each of KKR Millennium Fund L.P. (as the senior member of Sealy Holding LLC); KKR Associates Millennium L.P. (as the sole general partner of KKR Millennium Fund L.P.); KKR Millennium GP LLC (as the sole general partner of KKR Associates Millennium L.P.); KKR Fund Holdings L.P. (as the designated member of KKR Millennium GP LLC); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited); KKR Group Limited (as the sole general partner of KKR Group Holdings L.P.); KKR & Co. L.P. (as the sole shareholder of KKR Group Limited); and KKR Management LLC (as the sole general partner of KKR & Co. L.P.) may be deemed to have or share beneficial ownership of the securities held by Sealy Holding LLC. KKR Partners III, L.P. is also a member of Sealy Holding LLC.
3. As the designated members of KKR Management LLC, Henry R. Kravis and George R. Roberts may be deemed to have or share beneficial ownership of the securities held by Sealy Holding LLC. In addition, KKR Fund Holdings L.P. has designated Messrs. Kravis and Roberts as managers of KKR Millennium GP LLC.
4. 8% Senior Secured Third Lien Convertible Notes due 2016 co-issued by Sealy Corporation and Sealy Mattress Company.
5. Immediately exercisable.
6. Each Reporting Person and each other person named in notes (2) and (3) above disclaims beneficial ownership of any securities reported herein, except to the extent of such person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement.
Remarks: Exhibit�24�Power�of�Attorney.��(7)�Mr.�Janetschek�is�signing�in�his�capacity�as�director�of�KKR�Fund�Holdings�GP�Limited,�general�partner�of�KKR�Fund�Holdings�L.P.�(8)�Mr.�Janetschek�is�signing�in�his�capacity�as�director�of�KKR�Fund�Holdings�GP�Limited.��(9)�Mr.�Janetschek�is�signing�in�his�capacity�as�director�of�KKR�Group�Limited,�general�partner�of�KKR�Group�Holdings�L.P.�(10)�Mr.�Janetschek�is�signing�in�his�capacity�as�director�of�KKR�Group�Limited.�(11)�Mr.�Janetschek�is�signing�in�his�capacity�as�attorney-in-fact�for�Henry�R.�Kravis,�a�designated�member�of�KKR�Management�LLC,�the�general�partner�of�KKR�&�Co.�L.P.��(12)�Mr.�Janetschek�is�signing�in�his�capacity�as�attorney-in-fact�for�George�R.�Roberts,�a�designated�member�of�KKR�Management�LLC,�the�general�partner�of�KKR�&�Co.�L.P.��(13)�Mr.�Janetschek�is�signing�in�his�capacity�as�attorney-in-fact�for�Henry�R.�Kravis,�a�designated�member�of�KKR�Management�LLC.��(14)�Mr.�Janetschek�is�signing�in�his�capacity�as�attorney-in-fact�for�George�R.�Roberts,�a�designated�member�of�KKR�Management�LLC.

	/s/ William J. Janetschek, KKR Fund Holdings L.P.(7)	10/13/2009
	** Signature of Reporting Person	Date
	/s/ William J. Janetschek, KKR Fund Holdings GP Limited (8)	10/13/2009
	** Signature of Reporting Person	Date
	/s/ William J. Janetschek, KKR Group Holdings L.P. (9)	10/13/2009
	** Signature of Reporting Person	Date
	/s/ William J. Janetschek, KKR Group Limited (10)	10/13/2009
	** Signature of Reporting Person	Date
	/s/ William J. Janetschek, KKR & Co. L.P. (11)	10/13/2009
	** Signature of Reporting Person	Date
	/s/ William J. Janetschek, KKR & Co. L.P. (12)	10/13/2009
	** Signature of Reporting Person	Date
	/s/ William J. Janetschek, KKR Management LLC (13)	10/13/2009
	** Signature of Reporting Person	Date
	/s/ William J. Janetschek, KKR Management LLC (14)	10/13/2009
	** 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.

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigneds individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the Act), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ George R. Roberts
	Name: George R. Roberts


Date: July 31, 2005

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment