Sec Form 4 Filing - MONTGOMERY DAVID @ TEMPUR SEALY INTERNATIONAL, INC. - 2017-02-24

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

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1. Name and Address of Reporting Person MONTGOMERY DAVID 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & President, International (Last) (First) (Middle) C/O TEMPUR SEALY INTERNATIONAL, INC., 1000 TEMPUR WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2017 (Street) LEXINGTON, KY40511 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 02/24/2017 A 5,151 ( 1 ) A $ 0 326,982 D Common Stock 02/24/2017 F 2,597 ( 2 ) D $ 45.95 324,385 D Common Stock 02/24/2017 A 4,761 ( 3 ) A $ 0 329,146 D Common Stock 02/24/2017 F 2,400 ( 4 ) D $ 45.95 326,746 D

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 Restricted Stock Units $ 0 ( 1 ) 02/24/2017 A 20,603 ( 1 ) ( 1 ) Common Stock 20,603 $ 0 20,603 ( 1 ) D Restricted Stock Units $ 0 ( 1 ) 02/24/2017 M 5,151 ( 1 ) ( 1 ) Common Stock 5,151 $ 0 15,452 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MONTGOMERY DAVID C/O TEMPUR SEALY INTERNATIONAL, INC. 1000 TEMPUR WAY LEXINGTON, KY40511 EVP & President, International Signatures Bhaskar Rao, Attorney-in-Fact 02/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units subject to a performance threshold were granted to the Reporting Person on February 11, 2016 (the "Grant Date"). Each restricted stock unit represents a contingent right to receive one share of TPX Common Stock. On February 24, 2017, the Company's Compensation Committee determined that the performance threshold had been satisfied, and the award became subject only to time vesting restrictions. Pursuant to the award agreement, the restricted stock units vest in four installments, with 5,151 units vesting on the first three anniversaries of the Grant Date and 5,150 units vesting on fourth anniversary of the Grant Date. Upon achievement of the performance threshold, the first tranche of the restricted stock units vested and were released. ( 2 )Represents the number of shares withheld in accordance with the award agreement and the Company's 2013 Equity Incentive Plan, as amended (the "Plan") to cover the withholding taxes arising upon thevesting of these restricted stock units. The Plan requires the tax withholding to be calculated at the closing price of the Common Stock on the date the award vested, which was $45.95 on Friday, February 24, 2017. ( 3 )Represents the number of shares the Reporting Person earned on February 24, 2017 under a PRSU award granted on February 28, 2014, covering a three-year performance period ending December 31, 2016. ( 4 )Represents the number of shares withheld in accordance with the award agreement and the Company's 2013 Equity Incentive Plan, as amended (the "Plan") to cover the withholding taxes arising upon the vesting of these PRSUs.

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).

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