Sealy (ZZ) SC 13D/A SEALY / Sealy Holding ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

SEALY CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

812139301

(CUSIP Number)

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co.

9 West 57th Street, Suite 4200

New York, New York  10019

212-750-8300

and

Joseph H. Kaufman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York  10017

212-455-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 18, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No.   812139301
	1.	Name of Reporting Person Sealy Holding LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person OO

2

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Millennium Fund L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person PN

3

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Associates Millennium L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person PN

4

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Millennium GP LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person OO

5

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Fund Holdings L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person PN

6

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Fund Holdings GP Limited
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person OO

7

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Group Holdings L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person PN

8

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Group Limited
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person OO

9

CUSIP No.   812139301
	1.	Name of Reporting Person KKR & Co. L.P.
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person PN

10

CUSIP No.   812139301
	1.	Name of Reporting Person KKR Management LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person OO

11

CUSIP No.   812139301
	1.	Name of Reporting Person Henry R. Kravis
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person IN

12

CUSIP No.   812139301
	1.	Name of Reporting Person George R. Roberts
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person IN

13

This Amendment No. 3 amends and supplements Items 4 and 5 of the statement on Schedule 13D filed on July 29, 2009, as amended by Amendment No. 1 to the Schedule 13D filed on October 13, 2009 and Amendment No. 2 to the Schedule 13D filed on October 1, 2012 (as so amended, the “Schedule 13D” or the “Statement”).  Capitalized terms used herein but not defined shall have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is amended and supplemented by adding the following at the end thereof: On March 18, 2013, the Merger pursuant to the Agreement and Plan of Merger between Sealy and Tempur-Pedic International Inc. closed and Sealy Holding LLC disposed of all 46,625,921 shares of Common Stock previously held by it, for cash consideration of $2.20 per share, as set forth in the Merger Agreement.  In connection with the Merger and pursuant to the terms of the Convertible Notes, as of the closing date of the Merger, the Convertible Notes were no longer derivative securities and became convertible instead into an amount of cash as set forth in the Merger Agreement and the terms of the Convertible Notes.   Pursuant to the Merger Agreement and the terms of the Convertible Notes, Sealy Holding LLC and the other Reporting Persons no longer beneficially own any shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: The information set forth in Item 2 of this Schedule 13D is hereby incorporated herein by reference. (a) and (b).  The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.  In addition, each of Messrs. Nelson, Norris and Brown no longer beneficially owns any shares of Common Stock as a result of the Merger. (c).  Except as described herein, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons, nor any other persons named in Items 2 or 5(a) and (b) has engaged in any transaction during the past 60 days in any shares of Common Stock. (d).  To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the partners, members, affiliates or shareholders of the Reporting Persons and any other persons named in Items 2 or 5(a) and (b) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. (e).  As described herein, on March 18, 2013, the Reporting Persons ceased to beneficially own any shares of Common Stock.

14

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2013
		SEALY HOLDING LLC
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Secretary
		KKR MILLENNIUM FUND L.P.
	By:	KKR Associates Millennium L.P., its general partner
	By:	KKR Millennium GP LLC, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for Henry R. Kravis, Manager
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for George R. Roberts, Manager
		KKR ASSOCIATES MILLENNIUM L.P.
	By:	KKR Millennium GP LLC, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for Henry R. Kravis, Manager
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for George R. Roberts, Manager

15

	KKR MILLENNIUM GP LLC
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Title: Attorney-in-fact for Henry R. Kravis, Manager
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact for George R. Roberts, Manager
	KKR FUND HOLDINGS L.P.
By:	KKR Fund Holdings GP Limited, its general partner
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact for William J. Janetschek, Director
	KKR FUND HOLDINGS GP LIMITED
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact for William J. Janetschek, Director
	KKR GROUP HOLDINGS L.P.
By:	KKR Group Limited, its general partner
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact for William J. Janetschek, Director
	KKR GROUP LIMITED
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact for William J. Janetschek, Director

16

	KKR & CO. L.P.
By:	KKR Management LLC, its general partner
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
	KKR MANAGEMENT LLC
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
	HENRY R. KRAVIS
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact
	GEORGE R. ROBERTS
By:	/s/ Richard J. Kreider
	Name: Richard J. Kreider
	Title: Attorney-in-fact

17