4//SEC Filing
SEALY CORP 4
Accession 0001104659-13-022616
CIK 0000748015operating
Filed
Mar 19, 8:00 PM ET
Accepted
Mar 20, 4:49 PM ET
Size
20.5 KB
Accession
0001104659-13-022616
Insider Transaction Report
Form 4
Sealy Holding LLC
10% Owner
Transactions
- Other
8% Senior Secured Third Lien Convertible Note due 2016
2013-03-18−4,939,889.47→ 0 total(indirect: See footnotes)Exercise: $0.00Exp: 2016-07-15→ Common Stock, par value $0.01 per share (123,497,237 underlying) - Sale
Common Stock, par value $0.01 per share
2013-03-18$2.20/sh−46,625,921$102,577,026→ 0 total(indirect: See footnotes)
KKR Millennium GP LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2013-03-18$2.20/sh−46,625,921$102,577,026→ 0 total(indirect: See footnotes) - Other
8% Senior Secured Third Lien Convertible Note due 2016
2013-03-18−4,939,889.47→ 0 total(indirect: See footnotes)Exercise: $0.00Exp: 2016-07-15→ Common Stock, par value $0.01 per share (123,497,237 underlying)
KKR Millennium Fund L.P.
10% Owner
Transactions
- Sale
Common Stock, par value $0.01 per share
2013-03-18$2.20/sh−46,625,921$102,577,026→ 0 total(indirect: See footnotes) - Other
8% Senior Secured Third Lien Convertible Note due 2016
2013-03-18−4,939,889.47→ 0 total(indirect: See footnotes)Exercise: $0.00Exp: 2016-07-15→ Common Stock, par value $0.01 per share (123,497,237 underlying)
KKR Associates Millennium L.P.
10% Owner
Transactions
- Other
8% Senior Secured Third Lien Convertible Note due 2016
2013-03-18−4,939,889.47→ 0 total(indirect: See footnotes)Exercise: $0.00Exp: 2016-07-15→ Common Stock, par value $0.01 per share (123,497,237 underlying) - Sale
Common Stock, par value $0.01 per share
2013-03-18$2.20/sh−46,625,921$102,577,026→ 0 total(indirect: See footnotes)
Footnotes (5)
- [F1]Shares of common stock, par value $0.01 per share of Sealy Corporation ("Common Stock") were disposed of in exchange for the right to receive $2.20 per share in cash pursuant to the Agreement and Plan of Merger by and among Tempur-Pedic International Inc., Silver Lightning Merger Company and Sealy Corporation (the "Merger Agreement").
- [F2]These 8% Senior Secured Third Lien Convertible Notes due 2016 (the "Convertible Notes") were co-issued by Sealy Corporation and Sealy Mattress Company and were immediately exercisable upon issuance. In connection with the merger, the Convertible Notes are no longer convertible into shares of Common Stock and are instead convertible into an amount of cash as calculated pursuant to the terms of the Convertible Notes and the Merger Agreement.
- [F3]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.
- [F4]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.
- [F5]Each Reporting Person and each other person named in notes (3) and (4) 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.
Documents
Issuer
SEALY CORP
CIK 0000748015
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000748015
Filing Metadata
- Form type
- 4
- Filed
- Mar 19, 8:00 PM ET
- Accepted
- Mar 20, 4:49 PM ET
- Size
- 20.5 KB