The information set forth herein regarding percentages of beneficial ownership is based upon information regarding the number of common shares of Tempur Sealy International, Inc. (the “Issuer”) outstanding as of November 5, 2018, as disclosed by the Issuer in its quarterly report on Form 10-Q for the period ended September 30, 2018 and filed with the Commission on November 8, 2018.
Tempur Sealy International, Inc.
(b)
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Address of Issuer's Principal Executive Offices.
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1000 Tempur Way, Lexington, Kentucky 40511
(a)
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Name of Person Filing.
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This Statement on Schedule 13G is being filed by Dynamo Internacional Gestão de Recursos Ltda. (the “Reporting Person”). The Reporting Person serves as the investment manager of Dynamo Global Master Fundo de Investimento em Ações – Investimento no Exterior (“Dynamo Global Master Fund”) and Dynamo Master Fund (together with Dynamo Global Master Fund, the “Master Funds”), which directly hold the common shares reported herein (the “Common Shares”). The controlling shareholders of Dynamo Global Master Fund are Dynamo Global Fundo de Investimento em Cotas de Fundo de Investimento em Ações – Investimento no Exterior and Dybra Global Fundo de Investimento em Cotas de Fundo de Investimento em Ações – Investimento no Exterior, and the controlling shareholders of Dynamo Master Fund are Dynamo Fund and Dynamo Fund LLC (the controlling shareholders together, the “Feeder Funds”). Please note that Item 11 of the cover page and Item 4 (b) follow Schedule 13G requirements with respect to rounding of percentages to the nearest tenth; the Reporting Person has beneficial ownership of 4.997% of the class of securities that is the subject of this filing.
(b)
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Address of Principal Business Office or, if none, Residence.
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The address of the business office of the Reporting Person is Av. Ataulfo de Paiva, 1235 - 6 Andar, Rio de Janeiro, D5 22440-034, Brazil.
The Federative Republic of Brazil
(d)
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Title of Class of Securities.
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Common Shares
88023U101
Item 3.
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If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the Act.
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act.
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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☐ Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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☐ An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E).
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(f)
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☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐ 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.
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(j)
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☒ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: investment adviser registered with the Comissão de Valores Mobiliários of the Federative Republic of Brazil.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned: __ 2,723,121______.
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(b)
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Percent of Class: ____5.0%_____.
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(c)
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Number of shares as to which the person has:
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(i)
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sole power to vote or to direct the vote ___2,723,121_____.
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(ii)
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shared power to vote or to direct the vote __ 0______.
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(iii)
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sole power to dispose or to direct the disposition of ____2,723,121____.
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(iv)
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shared power to dispose or to direct the disposition of ___0
_____.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 five percent of the class of securities, check the following ☒.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
Item 8.
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Identification and Classification of Member of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers registered with the Comissão de Valores Mobiliários of the Federative Republic of Brazil is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dynamo Internacional Gestão de Recursos Ltda.
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Dated: February 14, 2019
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By:
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/s/
Luiz Felipe de Almeida Campos
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Name:
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Luiz Felipe de Almeida Campos
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Title:
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Director
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