UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 3)*
Sealy Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
812139301
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(CUSIP Number)
Stephen D. Lane
FPR Partners, LLC
199 Fremont Street, Suite 2500
San Francisco, CA 94105-2261
(415) 284-8516
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(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
May 31, 2012
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(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 [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*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.
This 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 1834 ("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).
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SCHEDULE 13D
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CUSIP NO. 812139301 Page 2 of 6
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1. NAMES OF REPORTING PERSONS
FPR Partners, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7. SOLE VOTING POWER
8,855,065 shares of Common Stock
NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -------------------------------------------------------------
PERSON WITH: 9. SOLE DISPOSITIVE POWER
8,855,065 shares of Common Stock
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,855,065 shares of Common Stock
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14. TYPE OF REPORTING PERSON
IA
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SCHEDULE 13D
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CUSIP NO. 812139301 Page 3 of 6
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This Amendment No. 3 to Schedule 13D relates to the Common Stock, par
value of $0.01 per share (the "Common Stock") of Sealy Corporation, a
Delaware corporation (the "Issuer"), which has its principal executive office
at Sealy Drive, One Office Parkway, Trinity, North Carolina 27370. This
Amendment No. 3 amends and supplements, as set forth below, the initial
Schedule 13D, filed January 9, 2012, and the Amendment No. 1 to Schedule 13D,
filed February 14, 2012, on behalf of BART Partners, LLC, and the Amendment
No. 2 to Schedule 13D, filed March 29, 2012, jointly on behalf of FPR Partners,
LLC and BART Partners, LLC, relating to the Common Stock (collectively, the
"Schedule 13D").
Item 2. Identity and Background
-----------------------
This Schedule 13D is being filed on behalf of FPR Partners, LLC, a
limited liability company organized under the laws of the State of Delaware
("FPR Partners" or "Reporting Person"). FPR Partners' principal business is
that of investment management. The address of its principal office is 199
Fremont Street, Suite 2500, San Francisco, CA 94105-2261.
During the last five years, FPR Partners has not (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
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The source of funds used to purchase the securities of the Issuer
reported herein was the working capital of certain advisory clients of the
Reporting Person. No borrowed funds were used to purchase the Common Stock,
other than any borrowed funds used for working capital purposes in the
ordinary course of business.
Item 4. Purpose of Transaction
----------------------
The securities of the Issuer as to which this schedule is filed were
acquired for investment purposes, and such purchases have been made in the
ordinary course of business.
In pursuing such investment purposes, the Reporting Person may further
purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from changes in
market prices of such Common Stock, changes in the Issuer's operations,
business strategy or prospects, or from sale or merger of the Issuer. To
evaluate such alternatives, the Reporting Person will routinely monitor the
Issuer's operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions,
as well as alternative investment opportunities, liquidity requirements of
the Reporting Person and other investment considerations. Consistent with
its investment research methods and evaluation criteria, the Reporting Person
may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Person's modifying their ownership of
Common Stock, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
The Reporting Person reserves the right to formulate other plans and/or
make other proposals, and take such actions with respect to their investment
in the Issuer, including any or all of the actions set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock
or dispose of all the Common Stock owned by them, in the public market or
privately negotiated transactions. The Reporting Person may at any time
reconsider and change their plans or proposals relating to the foregoing.
SCHEDULE 13D
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CUSIP NO. 812139301 Page 4 of 6
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Item 5. Interest in Securities of the Issuer
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The ownership percentages set forth herein are based on 100,971,540
shares of the Issuer's Common Stock outstanding as of March 20, 2012, as
set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the
Securities and Exchange Commission on March 27, 2012.
(a) As of June 8, 2012, the Reporting Person may be deemed to be
the beneficial owner of an aggregate number of 8,855,065 shares (8.8%) of the
Issuer's Common Stock.
(b) The Reporting Person has and will have the sole power to
vote and dispose of the shares of the Common Stock that it beneficially owns.
(c) During the 60 days preceding the date of this report, the
Reporting Person has purchased the following shares of the Issuer's Common
Stock in the open market:
Reporting Person Trade Date Quantity Wtd Avg Price
---------------- ---------- -------- -------------
FPR Partners, LLC 04/30/2012 75,000 $2.06
05/01/2012 50,000 $2.04
05/02/2012 50,000 $1.98
05/03/2012 200,000 $1.80
05/04/2012 100,000 $1.82
05/07/2012 50,107 $1.83
05/08/2012 48,200 $1.84
05/09/2012 150,000 $1.79
05/10/2012 100,000 $1.75
05/11/2012 136,500 $1.75
05/16/2012 30,000 $1.71
05/31/2012 125,000 $1.70
(d) Not Applicable
(e) Not Applicable
SCHEDULE 13D
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CUSIP NO. 812139301 Page 5 of 6
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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The Reporting Person holds 974,193 of Issuer's 8% Senior Secured Third
Lien Convertible Notes due 2016 (the "Notes"). The Notes are convertible into
29,631,369 shares of Issuer's Common Stock. However, based on the
Prospectus Supplement of Sealy Corporation dated April 9, 2009 (the
"Prospectus"), the Reporting Person is required to provide 61 days' notice
to the Issuer in order to receive shares of Issuer's Common Stock upon
conversion of the Notes. According to the Prospectus, no holder of the Notes
(other than Kohlberg Kravis Roberts & Co. L.P., its affiliates and certain
members of management) will be permitted to receive shares upon conversion of
the Notes to the extent such conversion will result in such holder becoming a
"beneficial owner" under the securities laws by owning 5% or more of the
shares of Issuer's Common Stock. In addition, no holder of more than 5% of
Issuer's Common Stock at May 27, 2009 (other than Kohlberg Kravis Roberts
& Co. L.P., its affiliates and certain members of management) may receive
shares upon conversion of the Notes to the extent such conversion will
result in such holder becoming a "beneficial owner," directly or indirectly,
of more than an additional 1% of the shares of Common Stock upon conversion
of the Notes. These limitations on beneficial ownership shall be terminated
(i) upon 61 days' notice to the Issuer by any holder of Notes, solely with
respect to the Notes beneficially owned by such holder, (ii) immediately upon
delivery by the Issuer of notice of its election to terminate conversion
rights to the extent permitted by the indenture governing the Notes,
(iii) immediately upon delivery by the Issuer of notice of a fundamental
change or (iv) on June 15, 2016.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Person or between such persons and any other person with respect to any
securities of the Issuer, including but not limited to the transfer or
voting of any securities of the Issuer, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, divisions
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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Not Applicable.
SCHEDULE 13D
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CUSIP NO. 812139301 Page 6 of 6
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 8, 2012
FPR Partners, LLC
/s/ Stephen D. Lane
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Name: Stephen D. Lane
Title: Chief Financial Officer