Sec Form 3 Filing - Rusing Steven H @ TEMPUR SEALY INTERNATIONAL, INC. - 2020-01-01

FORM 3 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 Rusing Steven H 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) President, U.S. Sales (Last) (First) (Middle) C/O TEMPUR SEALY INTERNATIONAL, INC., 1000 TEMPUR WAY 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2020 (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 5,600 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 Stock Options (right to buy) $ 69.5 ( 1 ) 01/04/2027 Common Stock 12,124 D Performance Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 2,240 D Restricted Stock Units $ 0 ( 3 ) ( 3 ) Common Stock 3,596 D Stock Options (right to buy) $ 62.45 ( 4 ) 01/04/2028 Common Stock 7,838 D Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock 6,004 D Restricted Stock Units $ 0 ( 6 ) ( 6 ) Common Stock 17,768 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rusing Steven H C/O TEMPUR SEALY INTERNATIONAL, INC. 1000 TEMPUR WAY LEXINGTON, KY40511 President, U.S. Sales Signatures /s/ Bhaskar Rao, Attorney in Fact 01/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Two installments of these options became exercisable in annual installments on January 5, 2018 and January 5, 2019, and the Reporting Person exercised the two installments. The remaining third and fourth annual installments of 6,062 options each will become exercisable on January 5, 2020 and January 5, 2021, respectively. ( 2 )Matching Performance Restricted Stock Units ("MPRSUs") were granted to the Reporting Person on June 10, 2016 (the "Grant Date"). Each MPRSU represents a contingent right to receive one share of Issuer Common Stock for each share purchased by the Reporting Person on or about the Grant Date. On February 24, 2017, the Compensation Committee of the TPX Board of Directors determined that the performance threshold had been satisfied, and the awards became subject only to time vesting restrictions. Pursuant to the award agreement, the MPRSUs vest in five annual installments, with 1,120 units vesting on each of the five anniversaries of the Grant Date. Following achievement of the performance threshold, on each of the first, second and third vesting date the first, second and third tranche of MPRSUs vested and were distributed to the Reporting Person. ( 3 )On January 5, 2017, the Reporting Person was granted 7,194 restricted stock units ("RSUs"), subject to a performance metric. On March 5, 2018, the Compensation Committee determined that the performance metric had been satisfied, and the awards became subject only to time vesting restrictions. Pursuant to the award agreement, two installments of 1,799 RSUs each vested and were distributed to the Reporting Person on March 5, 2018 and January 5, 2019, respectively. The remaining third and fourth installments of 1,798 RSUs each will vest on January 5, 2020 and January 5, 2021, respectively. ( 4 )One installment of these options became exercisable in an annual installment on January 4, 2019, and the Reporting Person exercised the installment. The second and third annual installments of 2,613 options each will vest and become exercisable on January 4, 2020 and January 4, 2021, respectively. The fourth annual installment of 2,612 options will vest and become exercisable on January 4, 2022. ( 5 )On January 5, 2018, the Reporting Person was granted 8,006 RSUs. Pursuant to the award agreement, one installment of 2,002 RSUs vested and was distributed to the Reporting Person on January 5, 2019. The remaining second installment of 2,002 RSUs, and the remaining third and fourth installments of 2,001 RSUs each, will vest on January 5, 2020, January 5, 2021 and January 5, 2022, respectively. ( 6 )On January 4, 2019, 17,768 RSUs were granted to the Reporting Person. Pursuant to the award agreement, the RSUs will vest in four annual installments beginning on January 5, 2020.

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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