Sleep Number Corp - Major Shareholding Notification 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

| Select
Comfort Corporation |
| --- |
| (Name
of Issuer) |
| Common
Stock |
| (Title
of Class of Securities) |
| 81616X103 |
| (CUSIP
Number) |
| December
31, 2010 |
| Date
of Event Which Requires Filing of the
Statement |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

£ Rule 13d-1(b)

S Rule 13d-1(c)

£ Rule 13d-1(d)

*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.

The 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 1934 (“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).

Cusip No. 81616X103 13G Page 2 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling
SC Investor, LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (1) | |
| 12. | TYPE
OF REPORTING PERSON OO | |

(1) Reported as of December 31, 2010, based on 55,415,500 outstanding shares of Common Stock as of October 2, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2010.

Cusip No. 81616X103 13G Page 3 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sterling
Fund Management, LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6
above. | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (2) | |
| 12. | TYPE
OF REPORTING PERSON OO | |

(2) See footnote 1 above.

Cusip No. 81616X103 13G Page 4 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rudolph
Christopher Hoehn-Saric | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (3) | |
| 12. | TYPE
OF REPORTING PERSON IN | |

(3) See footnote 1 above.

Cusip No. 81616X103 13G Page 5 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Douglas
L. Becker | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (4) | |
| 12. | TYPE
OF REPORTING PERSON IN | |

(4) See footnote 1 above.

Cusip No. 81616X103 13G Page 6 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven
M. Taslitz | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (5) | |
| 12. | TYPE
OF REPORTING PERSON IN | |

(5) See footnote 1 above.

Cusip No. 81616X103 13G Page 7 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eric
D. Becker | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (6) | |
| 12. | TYPE
OF REPORTING PERSON IN | |

(6) See footnote 1 above.

Cusip No. 81616X103 13G Page 8 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrick
M. Elfman | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (7) | |
| 12. | TYPE
OF REPORTING PERSON IN | |

(7) See footnote 1 above.

Cusip No. 81616X103 13G Page 9 of 21

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael
G. Bronfein | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 2,420,627 |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See
Row 6 above. | |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES £ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately
4.4% (8) | |
| 12. | TYPE
OF REPORTING PERSON IN | |

(8) See footnote 1 above.

Cusip No. 81616X103 13G Page 10 of 21

| Item
1(a) | Name
of Issuer: SELECT COMFORT
CORPORATION |
| --- | --- |
| 1(b) | Address
of Issuer’s Principal Executive Offices: |
| | 9800
59th Avenue North Minneapolis,
Minnesota 55442 |
| Item
2(a) | Name
of Person Filing |
| Item
2(b) | Address
of Principal Business Office |
| Item
2(c) | Citizenship |
| | Sterling
SC Investor, LLC c/o
Sterling Fund Management, LLC 1033
Skokie Boulevard Suite
600 Northbrook,
Illinois 60062 Delaware
limited liability company |
| | Sterling
Fund Management, LLC 1033
Skokie Boulevard Suite
600 Northbrook,
Illinois 60062 Delaware
limited liability company |
| | Rudolf
Christopher Hoehn-Saric c/o
Sterling Fund Management, LLC 650
S. Exeter Street Suite
1000, 10th Floor Baltimore,
Maryland 21202 U.S.
Citizen |
| | Douglas
L. Becker c/o
Sterling Fund Management, LLC 650
S. Exeter Street Suite
1000, 10th Floor Baltimore,
Maryland 21202 U.S.
Citizen |
| | Steven
M. Taslitz c/o
Sterling Fund Management, LLC 1033
Skokie Boulevard Suite
600 Northbrook,
Illinois 60062 U.S.
Citizen |
| | Eric
D. Becker c/o
Sterling Fund Management, LLC 650
S. Exeter Street Suite
1000, 10th Floor Baltimore,
Maryland 21202 U.S.
Citizen |

Cusip No. 81616X103 13G Page 11 of 21

| | Merrick
M. Elfman c/o
Sterling Fund Management, LLC 1033
Skokie Boulevard Suite
600 Northbrook,
Illinois 60062 U.S.
Citizen |
| --- | --- |
| | Michael
G. Bronfein c/o
Sterling Fund Management, LLC 650
S. Exeter Street Suite
1000, 10th Floor Baltimore,
Maryland 21202 U.S.
Citizen |
| 2(d) | Title
of Class of Securities: |
| | Common
Stock, par value $0.01 per share (“Common Stock”). |
| 2(e) | CUSIP
Number: 81616X103 |

| Item
3 — (a) | o | Broker
or dealer registered under Section 15 of the Act; |
| --- | --- | --- |
| (b) | o | Bank
as defined in Section 3(a)(6) of the Act; |
| (c) | o | Insurance
company as defined in Section 3(a)(19) of the Act; |
| (d) | o | Investment
company registered under Section 8 of the Investment Company Act of
1940; |
| (e) | o | An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
| (i) | o | A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of
1940; |
| (j) | o | A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J); |
| (k) | o | Group,
in accordance with
§240.13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: o

Cusip No. 81616X103 13G Page 12 of 21

| Item
4 |
| --- |
| STERLING
SC INVESTOR, LLC STERLING
FUND MANAGEMENT, LLC RUDOLF
CHRISTOPHER HOEHN-SARIC DOUGLAS
L. BECKER STEVEN
M. TASLITZ ERIC
D. BECKER MERRICK
M. ELFMAN MICHAEL
G. BRONFEIN |
| (a)
Amount beneficially owned: |
| 2,420,627
shares of Common Stock. |
| (b)
Percent of Class: |
| Approximately
4.4%. (9) |
| (c)
Number of shares as to which such person has: |
| (i)
sole power to vote or to direct the vote: |
| 0 |
| (ii)
shared power to vote or to direct the vote: |
| See
Item 4(a) above. |
| (iii)
sole power to dispose or to direct the disposition of: |
| 0 |
| (iv)
shared power to dispose or to direct the disposition
of: |
| See
Item 4(a) above. |

(9) See footnote 1 above.

Cusip No. 81616X103 13G Page 13 of 21

| Item
5 | Ownership
of Five Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following S . |
| --- | --- |
| Item
6 | Ownership
of More than Five Percent on Behalf of Another Person: |
| | Not
Applicable. |
| Item
7 | Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company: |
| | Not
Applicable. |
| Item
8 | Identification
and Classification of Members of the Group: |
| | See
Item 2 above. |
| Item
9 | Notice
of Dissolution of Group: |
| | Not
Applicable. |
| Item
10 | Certification: |
| | By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect. |

Signature