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4//SEC Filing

MURRAY MICHAEL Q 4

Accession 0001104659-13-022942

CIK 0000748015other

Filed

Mar 20, 8:00 PM ET

Accepted

Mar 21, 3:14 PM ET

Size

19.8 KB

Accession

0001104659-13-022942

Insider Transaction Report

Form 4
Period: 2013-03-18
MURRAY MICHAEL Q
Sr. VP & General Counsel
Transactions
  • Disposition to Issuer

    Common Stock

    2013-03-18468,9790 total
  • Disposition to Issuer

    Restricted Stock Units 4/14/2010

    2013-03-18$2.20/sh33,333$73,3330 total
    Common stock (33,333 underlying)
  • Disposition to Issuer

    Stock Options (to buy) 4/6/2004

    2013-03-18$2.00/sh13,359$26,7180 total
    Exercise: $0.20Exp: 2011-04-06Common stock (13,359 underlying)
  • Disposition to Issuer

    Stock Options (to buy) 11/23/2008

    2013-03-18$0.56/sh10,000$5,6000 total
    Exercise: $1.64Exp: 2015-11-23Common stock (10,000 underlying)
  • Disposition to Issuer

    Restricted Stock Units 6/12/2009

    2013-03-18$2.20/sh251,756$553,8630 total
    Common stock (251,756 underlying)
  • Disposition to Issuer

    Stock Options (to buy) 4/6/2004

    2013-03-18$0.77/sh4,031$3,1040 total
    Exercise: $1.43Exp: 2011-04-06Common stock (4,031 underlying)
  • Disposition to Issuer

    Stock Options (to buy) 11/26/2008

    2013-03-18$0.05/sh25,000$1,2500 total
    Exercise: $2.15Exp: 2015-11-26Common stock (25,000 underlying)
Footnotes (8)
  • [F1]Shares of 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]Each restricted stock unit represented a contingent right to receive one share of Sealy Corporation common stock.
  • [F3]The initial grant was for 750,000 restricted stock units with an annual growth rate of 8% until vested. One quarter of these units, plus accretion, vest on the first four anniversaries of the grant date. With the vesting on March 18, 2013 251,756 units vested and the remaining units expired.
  • [F4]The restricted stock units do not have an expiration date.
  • [F5]Restricted stock units which were cancelled in exchange for the right to receive $2.20 per share in cash pursuant to the Merger Agreement. These restricted stock units vested automatically immediately prior to the consummation of the merger on March 18, 2013 in accordance with the terms of the Merger Agreement.
  • [F6]The initial grant was for 100,000 restricted stock units. The grant vests on an annual basis over 3 years.
  • [F7]This stock option, which provided for vesting upon grant, was cancelled in exchange for the right to receive the difference between the exercise price of the option and $2.20 per share in cash pursuant to the Merger Agreement. These options vested automatically immediately prior to the consummation of the merger on March 18, 2013 in accordance with the terms of the Merger Agreement.
  • [F8]This stock option, which provided for vesting 1/3rd on each of the first three anniversaries of the grant date was cancelled in exchange for the right to receive the difference between the exercise price of the option and $2.20 per share in cash pursuant to the Merger Agreement. These options vested automatically immediately prior to the consummation of the merger on March 18, 2013 in accordance with the terms of the Merger Agreement.

Documents

1 file

Issuer

SEALY CORP

CIK 0000748015

Entity typeother

Related Parties

1
  • filerCIK 0001469730

Filing Metadata

Form type
4
Filed
Mar 20, 8:00 PM ET
Accepted
Mar 21, 3:14 PM ET
Size
19.8 KB