Sec Form 4 Filing - Ruchim Arik W @ TEMPUR SEALY INTERNATIONAL, INC. - 2020-05-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Ruchim Arik W
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
_____ 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/YY)
05/07/2020
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/07/2020 S 205,000 D $ 53.4649 ( 1 ) 3,495,000 I See Footnote ( 2 )
Common Stock 05/08/2020 S 218,682 D $ 56.5453 ( 3 ) 3,276,318 I See Footnote ( 2 )
Common Stock 05/11/2020 S 106,893 D $ 54.9762 ( 4 ) 3,169,425 I See Footnote ( 2 )
Common Stock 05/11/2020 J( 5 ) 219,425 D 2,950,000 I See Footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ruchim Arik W
C/O H PARTNERS MANAGEMENT, LLC
888 SEVENTH AVENUE, 29TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Arik W. Ruchim 05/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions ranging from $53.4500 to $54.2600, inclusive. The reporting person undertakes to provide to Tempur Sealy International, Inc., any security holder of Tempur Sealy International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.
( 2 )Funds owned and managed by H Partners Management, LLC ("H Management") directly own the reported securities. As a result, Arik W. Ruchim, as a partner 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. Mr. Ruchim disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions ranging from $56.5000 to $57.0500, inclusive. The reporting person undertakes to provide to Tempur Sealy International, Inc., any security holder of Tempur Sealy International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.
( 4 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions ranging from $54.3400 to $55.7300, inclusive. The reporting person undertakes to provide to Tempur Sealy International, Inc., any security holder of Tempur Sealy International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.
( 5 )In-kind distribution for no consideration made by a fund managed by H Management to certain partners.

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.