- Amended Statement of Changes in Beneficial Ownership (4/A)
March 02 2012 - 12:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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November 30, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hoffman G Michael
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2. Issuer Name
and
Ticker or Trading Symbol
SEALY CORP
[
ZZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP, Operations
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(Last)
(First)
(Middle)
C/O SEALY CORPORATION, ONE OFFICE PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2011
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(Street)
TRINITY, NC 27370
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
6/14/2011
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/12/2011
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M
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350958
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A
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(1)
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577726
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D
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Common Stock
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6/12/2011
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F
(1)
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114287
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D
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$2.3
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463439
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units 6/12/2009
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(1)
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6/12/2011
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M
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350958
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(2)
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6/12/2013
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Common stock
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350958
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(1)
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790167
(2)
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D
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Explanation of Responses:
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(
1)
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On June 12, 2011, 350,958 restricted stock units previously granted to the reporting person vested. That vesting was settled with the reporting person receiving 236,671 shares of Sealy Corporation common stock and surrendering the other 114,287 shares of Sealy Corporation common stock to Sealy Corporation for the payment of tax liabilities in connection with the vesting.
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(
2)
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The initial grant was for 1,200,000 restricted stock units with an annual growth rate of 8% until vested. The grant vests on an annual basis over 4 years. As a result of the annual 8% growth rate the grant, if fully vested, will result in 1,465,605 shares of Sealy Corporation common stock
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hoffman G Michael
C/O SEALY CORPORATION
ONE OFFICE PARKWAY
TRINITY, NC 27370
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Executive VP, Operations
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Signatures
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Kenneth L. Walker, by power of attorney
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3/2/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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