SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOAMEX INTERNATIONAL INC [ FMXL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) See footnotes 1 and 2.
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2008		A		179,488 ( 2 )	A	( 1 )	16,535,770 ( 6 )	D ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$0.65	05/12/2008		A		100,705		05/12/2008 ( 3 )	05/12/2018	Common Stock	100,705	( 1 )	100,705	D ( 4 ) ( 5 )

1. Name and Address of Reporting Person* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.P. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.L.C. (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET (Street) NEW YORK NY 10036 (City) (State) (Zip)

Explanation of Responses:

1. Issued by Issuer in a transaction exempt under Rule 16(b)(3) to D. E. Shaw & Co., L.P. ("DESCO LP"), employer of Seth Charnow and David Lyon, as compensation for each of Seth Charnow's and David Lyon's service as director of the Issuer (see Footnote 5). No separate consideration was paid for the security.

2. Amount of Common Stock issued based on dividing $116,667 by $.65.

3. Options vest in three installments: 34% on May 12, 2009, 67% on May 12, 2010, and 100% on May 12, 2011.

4. DESCO LP, as investment adviser to D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar"), D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar, and David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.

5. (Continued from Footnote 4) In accordance with instruction 4(b)(iv), the entire amount of securities of the issuer that may be deemed to be beneficially owned by DESCO LP, DESCO LLC, or Laminar is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed, for Section 16 purposes, directors of the Issuer by virtue of each of DESCO LP employees Seth Charnow's and David Lyon's service as members of the Issuer's board of directors. None of Laminar, DESCO LP, DESCO LLC, or David E. Shaw serves as a director of the Issuer.

6. 10,291,535 shares are expected to be paid to Laminar as the Put Option Premium described in previous Form 4s (filed April 17, 2008 and April 21, 2008).

	D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member By: /s/ Rochelle Elias, Chief Compliance Officer	05/14/2008
	D. E. Shaw & Co., L.P. By: /s/ Rochelle Elias, Chief Compliance Officer	05/14/2008
	D. E. Shaw & Co., L.L.C. By: /s/ Rochelle Elias, Chief Compliance Officer	05/14/2008
	David E. Shaw By: /s/ Rochelle Elias, Attorney-in-Fact for David E. Shaw	05/14/2008
	** Signature of Reporting Person	Date
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