FORM 4 [ ] 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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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 *

THOMPSON SCOTT L
2. Issuer Name and Ticker or Trading Symbol

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

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

C/O TEMPUR SEALY INTERNATIONAL, INC., 1000 TEMPUR WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2020
(Street)

LEXINGTON, KY 40511
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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 5/5/2020  G(1)  V 36304 D$0 203564 D  
Common Stock 5/5/2020  G(1)  V 36304 D$0 167260 D  
Common Stock 5/6/2020  M  3274 A$0 (2)170534 D  

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
Restricted Stock Units $0.0 (2)5/6/2020  M     3274   (3) (3)Common Stock 3274.0 $0 3274 D  

Explanation of Responses:
(1) The Reporting Person gifted the shares to an irrevocable trust for the benefit of his adult child who no longer resides with the Reporting Person. The Reporting Person no longer has beneficial ownership of such shares as he no longer exercises any investment control over the shares now or in the future.
(2) Restricted stock units convert into common stock on a one-for-one basis.
(3) Matching Performance Restricted Stock Units ("MPRSUs") were granted to the Reporting Person on May 6, 2016 (the "Grant Date"). Each MPRSU represents a contingent right to receive one share of TPX Common Stock for each share purchased by the Reporting Person on or about the Grant Date pursuant to the award agreement. On February 24, 2017, the Company's Compensation Committee determined that the performance threshold had been satisfied, and the award agreement became subject only to time vesting restrictions. Pursuant to the award agreement, the MPRSUs vest in five equal annual installments, with 3,274 units vesting on each anniversary of the Grant Date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
THOMPSON SCOTT L
C/O TEMPUR SEALY INTERNATIONAL, INC.
1000 TEMPUR WAY
LEXINGTON, KY 40511
X
CEO & PRESIDENT

Signatures
/s/ Bhaskar Rao, Attorney-in-Fact5/8/2020
**Signature of Reporting PersonDate

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