Sec Form 4 Filing - Rao Bhaskar @ TEMPUR SEALY INTERNATIONAL, INC. - 2021-07-08

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 Rao Bhaskar 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 & Chief Financial Officer (Last) (First) (Middle) C/O TEMPUR SEALY INTERNATIONAL, INC., 1000 TEMPUR WAY 3. Date of Earliest Transaction (MM/DD/YY) 07/08/2021 (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 07/08/2021 M 96,992 A $ 17.38 283,886 D Common Stock 07/08/2021 S( 1 ) 63,109 D $ 38.15 ( 2 ) 220,777 D Common Stock 07/08/2021 S( 1 ) 8,650 D $ 39.0246 ( 3 ) 212,127 D Common Stock 07/08/2021 M 56,436 A $ 15.61 268,563 D Common Stock 07/08/2021 S( 1 ) 33,030 D $ 38.1011 ( 4 ) 235,533 D Common Stock 07/08/2021 S( 1 ) 7,324 D $ 38.9505 ( 5 ) 228,209 D Common Stock 07/08/2021 M 20,568 A $ 9.26 248,777 D Common Stock 07/08/2021 S( 1 ) 12,877 D $ 38.8635 ( 6 ) 235,900 D Common Stock 07/08/2021 M 11,544 A $ 14.38 247,444 D Common Stock 07/08/2021 S( 1 ) 8,057 D $ 38.8872 ( 7 ) 239,387 D Common Stock 07/08/2021 M 7,064 A $ 12.97 246,451 D Common Stock 07/08/2021 S( 1 ) 4,792 D $ 39.32 241,659 D Common Stock 07/08/2021 M 4,356 A $ 17.88 246,015 D Common Stock 07/08/2021 S( 1 ) 3,255 D $ 39.32 242,760 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 Option (right to buy) $ 17.38 07/08/2021 M 96,992 ( 8 ) 01/04/2027 Common Stock 96,992 $ 0 0 D Stock Options (right to buy) $ 15.61 07/08/2021 M 56,436 ( 9 ) 01/04/2028 Common Stock 56,436 $ 0 18,812 D Stock Options (right to buy) $ 9.26 07/08/2021 M 20,568 ( 10 ) 02/21/2023 Common Stock 20,568 $ 0 0 D Stock Option (right to buy) $ 14.38 07/08/2021 M 11,544 ( 11 ) 02/26/2025 Common Stock 11,544 $ 0 0 D Stock Options (right to buy) $ 12.97 07/08/2021 M 7,064 ( 12 ) 02/27/2024 Common Stock 7,064 $ 0 0 D Stock Option (right to buy) $ 17.88 07/08/2021 M 4,356 ( 13 ) 02/08/2022 Common Stock 4,356 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rao Bhaskar C/O TEMPUR SEALY INTERNATIONAL, INC. 1000 TEMPUR WAY LEXINGTON, KY40511 EVP & Chief Financial Officer Signatures /s/ Bhaskar Rao 07/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 8, 2021. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.8 to $38.79. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.8 to $39.28. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.78 to $38.77. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.8 to $39.255. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.64 to $39.14. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.64 to $39.14. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 8 )The option was previously reported as covering 24,248 shares at an exercise price of $69.50 per share, vesting in four annual installments on January 5, 2018, 2019, 2020 and 2021. The option and exercise price have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020. ( 9 )The option was previously reported as covering 18,812 shares at an exercise price of $62.45 per share, vesting in four annual installments on January 5, 2019, 2020, 2021 and 2022. The option and exercise price have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020. ( 10 )The option was previously reported as covering 5,142 shares at an exercise price of $37.05 per share, vesting in two annual installments on February 22, 2014 and 2015. The option and exercise price have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020. ( 11 )The option was previously reported as covering 2,886 shares at an exercise price of $57.51 per share, vesting in three annual installments on February 27, 2016, 2017 and 2018. The option and exercise price have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020. ( 12 )The option was previously reported as covering 1,766 shares at an exercise price of $51.87 per share, vesting in three annual installments on February 28, 2015, 2016 and 2017. The option and exercise price have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020. ( 13 )The option was previously reported as covering 1,089 shares at an exercise price of $71.50 per share, vesting in three annual installments on February 9, 2013, 2014 and 2015. The option and exercise price have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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