- Statement of Ownership (SC 13G)
February 06 2012 - 10:12AM
Edgar (US Regulatory)
<SEQUENCE>1
<FILENAME>zz_sc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Sealy Corporation
(Name of Issuer)
Common Stock, par value 0.01 per share
(Title of Class of Securities)
812139301
(CUSIP Number)
January 25, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. The information
required in the remainder of this cover page shall not be deemed to be
'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934
('Act') or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
CUSIP No. 812139301 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.79% (see Item 4)*
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(12) TYPE OF REPORTING PERSON
CO
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CUSIP No. 812139301 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
STOCK --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.79%
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(12) TYPE OF REPORTING PERSON
PN
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CUSIP No. 812139301 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
204,019 shares of 8% Convertible Preferred Stock due 7/15/2012 convertible into
6,205,503 shares of Common Stock (see Item 4)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.79% (See Item 4)
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(12) TYPE OF REPORTING PERSON
IN
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CUSIP No. 812139301 13G Page 5 of 10 Pages
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Item 1.
(a) Name of Issuer
Sealy Corporation, a Delaware corporation (the 'Company')
(b) Address of Issuer's Principal Executive Offices
Sealy Drive
One Office Parkway
Trinity, North Carolina 27370
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Master Fund Ltd., Hudson Bay
Capital Management, L.P. (the 'Investment Manager') and Mr. Sander Gerber
('Mr. Gerber'), who are collectively referred to herein as 'Reporting Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Investment
Manager and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
The address of the principal business office of Hudson Bay Master Fund
Ltd. is:
Walkers SPV Limited, Walker House
PO Box 908GT, Mary Street
Georgetown, Grand Cayman
Cayman Islands
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.01 per share (the 'Common Stock')
Item 2(e) CUSIP Number
812139301
CUSIP No. 812139301 13G Page 6 of 10 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of
the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
On the date of the event which requires the filing of this Schedule
13G, each of the Reporting Persons may have been deemed to be the beneficial
owner of more than five percent of the shares of Common Stock. The Company's
Form 10-K filed on January 18, 2012, for the Fiscal year ending November 27,
2011, indicates that the total number of outstanding shares of Common Stock
was 100,916,228. The percentages set forth on Row (11) of the cover page for
each Reporting Person is based on the Company's total number of outstanding
shares of Common Stock and assumes the conversion of the reported Convertible
Preferred Stock (the 'Reported Preferred Stock'). The number of shares of
Common Stock into which the Reported Preferred Stock is convertible that is
disclosed on rows (6), (8) and (9) of the Reporting Persons' cover pages is
determined based on the Conversion Rate of 30.4163 for every share of reported
Preferred Stock that is beneficially owned.
CUSIP No. 812139301 13G Page 7 of 10 Pages
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The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., may be deemed to be the beneficial owner of all
shares of Common Stock held by Hudson Bay Master Fund Ltd. Mr. Gerber serves
as the managing member of Hudson Bay Capital GP LLC, which is the general
partner of the Investment Manager. Each of Hudson Bay Master Fund Ltd. and
Mr. Gerber disclaims beneficial ownership of these securities. Hudson Bay
Master Fund Ltd. is named as Reporting Person herein solely to report the
securities held in its name.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
CUSIP No. 812139301 13G Page 8 of 10 Pages
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Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 6, 2012, by and
among Hudson Bay Master Fund, Ltd., Hudson Bay Capital Management, L.P.,
and Sander Gerber.
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CUSIP No. 812139301 13G Page 9 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 6, 2012
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
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CUSIP No. 812139301 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the
Common Shares, par value $0.01 per share, of Sealy Corporation is being filed,
and all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of February 6, 2012
HUDSON BAY MASTER FUND LTD HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: Hudson Bay Capital Management, L.P. By: /s/ Sander Gerber
Name: Sander Gerber
Investment Manager Title: Authorized Signatory
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-17730909.3
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