Statement of Changes in Beneficial Ownership (4)

Date : 02/19/2020 @ 10:16PM
Source : Edgar (US Regulatory)
Stock : Tempur Sealy International Inc (TPX)
Quote : 44.84  -1.37 (-2.96%) @ 9:02PM
After Hours
Last Trade
Last $ 44.84 ◊ 0.00 (0.00%)

Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JAFFER REHAN
2. Issuer Name and Ticker or Trading Symbol

TEMPUR SEALY INTERNATIONAL, INC. [ TPX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O H PARTNERS MANAGEMENT, LLC, 888 SEVENTH AVENUE, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/18/2020
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/18/2020  S  1098834 D$92.55 4601166 I See Footnote (1)
Common Stock 2/18/2020  J(2)  901166 D (2)3700000 I See Footnote (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Funds owned and managed by H Partners Management, LLC ("H Management") directly own the reported securities. As a result, H Management, as investment manager, and Rehan Jaffer, as managing member of H Management, may be deemed to have voting and dispositive power with respect to the shares of common stock held by the managed funds. Each of H Management and Mr. Jaffer disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2) In-kind distribution for no consideration made by a fund managed by H Management to certain limited partners.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
JAFFER REHAN
C/O H PARTNERS MANAGEMENT, LLC
888 SEVENTH AVENUE, 29TH FLOOR
NEW YORK, NY 10019

X

H PARTNERS MANAGEMENT, LLC
888 SEVENTH AVENUE, 29TH FLOOR
NEW YORK, NY 10019

X


Signatures
/s/ Rehan Jaffer2/19/2020
**Signature of Reporting PersonDate

/s/ H Partners Management, LLC, By: /s/ Rehan Jaffer, as Managing Member2/19/2020
**Signature of Reporting PersonDate

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