Exhibit 4.1


 


	
      S

  	
  SEALY
  CORPORATION

  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  
	
  COMMON STOCK

  PAR VALUE $.01

  	
   

  	
  CUSIP
  TO COME

  
	
  THIS CERTIFICATE IS
  TRANSFERABLE IN

  THE CITY OF NEW YORK OR CLEVELAND, OHIO

  	
   

  	
  SEE REVERSE FOR CERTAIN
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  THIS
  CERTIFIES THAT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  is
  the owner of 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FULLY PAID AND NON-ASSESSABLE SHARES, OF THE COMMON STOCK,
  $.01 PAR VALUE,OF

  
	
   

  	
   

  	
   

  
	
  SEALY
  CORPORATION transferable on the books of the Corporation by the holder hereof
  in person or by duly authorized attorney upon surrender of this Certificate
  properly endorsed

  
	
  This Certificate is not valid until countersigned and registered by
  the Transfer Agent and Registrar.

  
	
  WITNESS the facsimile seal of the Corporation and
  the facsimile signatures of its duly authorized officers.

  
	
   

  
	
  Dated:

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  SECRETARY

  	
  SEALY
  CORPORATION

  CORPORATE

  SEAL

  2006

  DELAWARE

  	
  CHIEF EXECUTIVE OFFICER

  
								



 


	
  COUNTERSIGNED AND
  REGISTERED:

  
	
  NATIONAL CITY BANK

  
	
  (CLEVELAND, OHIO)

  
	
  TRANSFER AGENT AND REGISTRAR

  
	
   

  
	
  BY:

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  



 


 

















SEALY
CORPORATION


THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE
SECRETARY OF THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.


The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations:


	
  TEN COM

  	
  —

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT

  	
  —

  	
                   Custodian                   

  
	
  TEN ENT

  	
  —

  	
  as tenants by the entireties

  	
   

  	
   

  	
   

  	
  (Cust)                                (Minor)

  
	
  JT TEN

  	
  —

  	
  as joint tenants with right of

  	
   

  	
   

  	
   

  	
  under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
  survivorship and not as tenants

  	
   

  	
   

  	
   

  	
  Act                                                 

  
	
   

  	
   

  	
  in common

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
  UNIF TRANS MIN ACT

  	
  —

  	
                   Custodian                   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers to Minors

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Act                             

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
                    (State)

  



 


 


Additional
abbreviations may also be used though not in the above list.


 


For value received,                                                                                                 
hereby sell, assign and transfer unto


 


 


 


	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

       IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
  Please print or
  typewrite name and address including postal zip code of assignee

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  Shares

  
	
   

  	
   

  
	
  of the Common Stock represented by the within
  Certificate, and do hereby irrevocably constitute and appoint

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  Attorney to transfer the said Shares on the books of
  the within-named Corporation with full power of substitution in the premises.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
			



 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
  CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN
  EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
  CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
  PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15

  



 


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS
LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.