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| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FOAMEX INTERNATIONAL INC [ FMXL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
04/17/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/17/2008 | P | 173,256 ( 2 ) | A | ( 2 ) | 4,777,061 | I | See footnotes ( 1 ) ( 3 ) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 | ||||||||
| Series D Preferred Stock | $0.65 ( 4 ) | 04/17/2008 | P | 5,169.0341 | ( 5 ) | ( 6 ) | Common Stock | 7,952,360 | $1,000 | 5,169.0341 | I | See footnotes ( 1 ) ( 7 ) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. |
| 2. Reflects the number of shares of common stock, $0.01 par value per share (the "Common Stock") of Foamex International Inc. (the "Issuer") that will be payable to Goldman Sachs on April 22, 2008, at the time of the first issuance of the Series D Preferred Stock as a premium (the "Cure Premium") pursuant to the Issuer's exercise on April 17, 2008, of the equity cure letter, dated February 13, 2008, between Goldman Sachs and the Issuer. The Cure Premium is equal to $279,407.25, payable in a number of shares of Common Stock determined based on the average trading price of the Common Stock for the 30-trading day period ending on the fifth trading day immediately preceding the date on which the Cure Premium will become payable. |
| 3. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 4,777,061 shares of Common Stock. Goldman Sachs also has open short positions of 7 shares of Common Stock. |
| 4. If the shares of Series D Preferred Stock are converted within ten days of the consummation of a rights offering that has occurred within ninety days of the first issuance of such shares, then the price per share of the Common Stock to be received upon conversion of the Series D Preferred Stock will equal the price per share of Common Stock in such rights offering. In all other instances, the price per share will equal the average trading price of the Common Stock for the 30-trading-day period ending on the fifth trading day immediately preceding the conversion date. |
| 5. The Series D Preferred Stock is convertible at any time, at the holder's election, prior to the one-year anniversary of the first date on which shares of the Series D Preferred Stock are issued. |
| 6. The Series D Preferred Stock has no expiration date. |
| 7. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 5,169.0341 shares of the Series D Preferred Stock. |
| /s/ Felicia J. Rector, Attorney-in-fact | 04/22/2008 | |
| ** 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 4 (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. | ||