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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SEALY CORP [ ZZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Time Options 04/06/2004 | $1.9 | 06/12/2009 | D | 153,297 | 04/06/2004 | 04/06/2014 | Common Stock | 153,297 | (1) | 0 | D | ||||
Time Options 04/06/2004 | $1.43 | 06/12/2009 | A | 203,532 | 04/06/2004 | 04/06/2014 | Common Stock | 203,532 | (1) | 203,532 | D | ||||
Time Options 07/20/2004 | $5.79 | 06/12/2009 | D | 101,982 | 04/20/2009 | 07/20/2014 | Common Stock | 101,982 | (2) | 0 | D | ||||
Time Options 07/20/2004 | $4.36 | 06/12/2009 | A | 101,982 | 04/20/2009 | 07/20/2014 | Common Stock | 101,982 | (2) | 101,982 | D | ||||
Perform Options 07/20/2004 | $5.79 | 06/12/2009 | D | 167,526 | (3) | 07/20/2014 | Common Stock | 167,526 | (3) | 0 | D | ||||
Perform Options 07/20/2004 | $4.36 | 06/12/2009 | A | 167,526 | (3) | 07/20/2014 | Common Stock | 167,526 | (3) | 167,526 | D | ||||
Waiver Options 04/06/2006 | $16 | 06/12/2009 | D | 27,119 | (4) | 04/06/2016 | Common Stock | 27,119 | (4) | 0 | D | ||||
Waiver Options 04/06/2006 | $12.05 | 06/12/2009 | A | 27,119 | (4) | 04/06/2016 | Common Stock | 27,119 | (4) | 27,119 | D | ||||
Waiver Options 04/19/2006 | $16.55 | 06/12/2009 | D | 8,588 | (5) | 04/19/2016 | Common Stock | 8,588 | (5) | 0 | D | ||||
Waiver Options 04/19/2006 | $12.47 | 06/12/2009 | A | 8,588 | (5) | 04/19/2016 | Common Stock | 8,588 | (5) | 8,588 | D | ||||
Waiver Options 07/18/2006 | $16.55 | 06/12/2009 | D | 5,650 | (6) | 07/18/2016 | Common Stock | 5,650 | (6) | 0 | D | ||||
Waiver Options 07/18/2006 | $12.47 | 06/12/2009 | A | 5,650 | (6) | 07/18/2016 | Common Stock | 5,650 | (6) | 5,650 | D | ||||
Time Options 12/22/2006 | $14.99 | 06/12/2009 | D | 11,429 | (7) | 12/22/2016 | Common Stock | 11,429 | (7) | 0 | D | ||||
Time Options 12/22/2006 | $11.29 | 06/12/2009 | A | 11,429 | (7) | 12/22/2016 | Common Stock | 11,429 | (7) | 11,429 | D | ||||
Perform Options 12/22/2006 | $14.99 | 06/12/2009 | D | 8,571 | (8) | 12/22/2016 | Common Stock | 8,571 | (8) | 0 | D | ||||
Perform Options 12/22/2006 | $11.29 | 06/12/2009 | A | 8,571 | (8) | 12/22/2016 | Common Stock | 8,571 | (8) | 8,571 | D | ||||
Time Options 03/03/2008 | $8.95 | 06/12/2009 | D | 25,000 | (9) | 03/03/2015 | Common Stock | 25,000 | (9) | 0 | D | ||||
Time Options 03/03/2008 | $6.74 | 06/12/2009 | A | 25,000 | (9) | 03/03/2015 | Common Stock | 25,000 | (9) | 25,000 | D | ||||
Perform Options 03/03/2008 | $8.95 | 06/12/2009 | D | 25,000 | (10) | 03/03/2015 | Common Stock | 25,000 | (10) | 0 | D | ||||
Perform Options 03/03/2008 | $6.74 | 06/12/2009 | A | 25,000 | (10) | 03/03/2015 | Common Stock | 25,000 | (10) | 25,000 | D | ||||
Time Options 11/23/2008 | $2.18 | 06/12/2009 | D | 120,000 | (11) | 11/23/2015 | Common Stock | 120,000 | (11) | 0 | D | ||||
Time Options 11/23/2008 | $1.64 | 06/12/2009 | A | 120,000 | (11) | 11/23/2015 | Common Stock | 120,000 | (11) | 120,000 | D | ||||
Restricted Stock Units 2/26/2009 | $0 | 06/12/2009 | D | 25,000 | (12) | 02/28/2012 | Common Stock | 25,000 | (12) | 0 | D | ||||
Restricted Stock Units 2/26/2009 | $0 | 06/12/2009 | A | 33,192 | (12) | 02/28/2012 | Common Stock | 33,192 | (12) | 33,192 | D |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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 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). |
4. 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 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. |
5. 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 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. |
6. 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, 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. |
7. 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. |
8. 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. |
9. 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. |
10. 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. |
11. 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. |
12. 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 2-26-2012 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 | 08/04/2009 | |
** 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 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. |