UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 4)*
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)
Siu Chiang
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)
September 27, 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)*
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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
6,302,570 shares of Common Stock
NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -------------------------------------------------------------
PERSON WITH: 9. SOLE DISPOSITIVE POWER
6,302,570 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
6,302,570 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)
6.1%
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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. 4 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. 4 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, and the Amendment No. 3 to Schedule 13D filed
June 8, 2012, on behalf of FPR Partners, LLC relating to the Common Stock
collectively, the "Schedule 13D").
Item 4. Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
The Reporting Person is filing this Amendment No. 4 to report recent
open-market sales of securities of the Issuer that have decreased the amount
of Common Stock that the Reporting Person may be deemed to beneficially own
by an amount greater than one percent of the outstanding Common Stock of the
Issuer. The disposition of the securities of the Issuer by the Reporting
Person was an investment decision based upon the Reporting Person's
determination of several factors, including, without limitation, the market
price for such securities and the plan of merger publicly announced by the
Issuer on September 27, 2012.
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 104,082,411
shares of the Issuer's Common Stock outstanding as of September 20, 2012, as
set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the
Securities and Exchange Commission on September 28, 2012.
(a) As of October 3, 2012, the Reporting Person may be deemed to
be the beneficial owner of an aggregate number of 6,302,570 shares (6.1%) 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/(sold) the following shares of the Issuer's
Common Stock in the open market:
Reporting Person Trade Date Quantity Wtd Avg Price
---------------- ---------- -------- -------------
FPR Partners, LLC 08/21/2012 100,000 $1.60
08/31/2012 73,000 $1.60
09/11/2012 100,000 $1.72
09/14/2012 16,900 $1.86
09/26/2012 50,000 $2.15
09/27/2012 (2,917,342) $2.24
09/28/2012 (706) $2.26
10/02/2012 (30,620) $2.24
10/03/2012 (86,027) $2.23
(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 800,840 of Issuer's 8% Senior Secured Third
Lien Convertible Notes due 2016 (the "Notes"). The Notes are convertible into
23,421,767 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: October 3, 2012
FPR Partners, LLC
/s/ Siu Chiang
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Name: Siu Chiang
Title: Chief Financial Officer