SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response 0.5

1. Name and Address of Reporting Person* Hoffman G Michael (Last) (First) (Middle) C/O SEALY CORPORATION ONE OFFICE PARKWAY (Street) TRINITY NC 27370 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/06/2006	3. Issuer Name and Ticker or Trading Symbol SEALY CORP [ ZZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Snr. VP, Operations	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	7,792	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option	( 1 )	04/07/2014	Common stock, par value $0.01 per share	159,148	1.9	D
Option	( 2 )	07/20/2014	Common stock, par value $0.01 per share	101,982	5.78	D
Option	( 3 )	07/20/2014	Common stock, par value $0.01 per share	167,526	5.78	D

Explanation of Responses:

1. These options are immediately exercisable. But a Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009.

2. July 20, 2004 through March 20, 2009. These options are time options, five percent (5%) of which become exercisable on July 20, 2004 and the balance of which became and become exercisable on the 20th of each month following that date for 57 months in 1/57th increments through April of 2009. A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009.

3. April 7, 2013 at the latest. These options are performance options that will vest after eight years regardless of performance as long as the employee remains with the company, but they can become exercisable if the Company's auditors confirm that the Company has reached certain pre-set financial targets on a yearly basis. The date for that confirmation is generally when the auditors confirm the financial results for the company (early March following the close of the fiscal year). A Management Stockholders Agreement (with some change in control exceptions) restricts the sale of any underlying security until April 7, 2009. 40% of these options are currently exercisable.

	G. Michael Hofmann	04/06/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.