Edgar Filing: TEMPUR SEALY INTERNATIONAL, INC.

Ownership Submission

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

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nabi Usman

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)

888 SEVENTH AVENUE, 29TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2016

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2016		P		101,400	A	$ 52.62 ⁽¹⁾	3,743,900	I	By H Partners, LP ⁽²⁾
Common Stock	02/08/2016		P		5,300	A	$ 53.52 ⁽³⁾	3,749,200	I	By H Partners, LP ⁽²⁾
Common Stock	02/09/2016		P		100,660	A	$ 52.41 ⁽⁴⁾	3,849,860	I	By H Partners, LP ⁽²⁾
Common Stock	02/09/2016		P		101,940	A	$ 53.48 ⁽⁵⁾	3,951,800	I	By H Partners, LP ⁽²⁾
Common Stock	02/10/2016		P		101,300	A	$ 54.53 ⁽⁶⁾	4,053,100	I	By H Partners, LP ⁽²⁾
Common Stock	02/08/2016		P		208,091	A	$ 51.75 ⁽⁷⁾	1,575,791	I	By H Offshore Fund, Ltd. ⁽⁸⁾
Common Stock	02/08/2016		P		48,109	A	$ 52.62 ⁽¹⁾	1,623,900	I	By H Offshore Fund, Ltd. ⁽⁸⁾
Common Stock	02/08/2016		P		2,300	A	$ 53.52 ⁽³⁾	1,626,200	I	By H Offshore Fund, Ltd. ⁽⁸⁾
Common Stock	02/09/2016		P		43,700	A	$ 52.41 ⁽⁴⁾	1,669,900	I	By H Offshore Fund, Ltd. ⁽⁸⁾
Common Stock	02/09/2016		P		44,200	A	$ 53.48 ⁽⁵⁾	1,714,100	I	By H Offshore Fund, Ltd. ⁽⁸⁾
Common Stock	02/10/2016		P		44,000	A	$ 54.53 ⁽⁶⁾	1,758,100	I	By H Offshore Fund, Ltd. ⁽⁸⁾
Common Stock	02/08/2016		P		33,300	A	$ 52.62 ⁽¹⁾	1,098,100	I	By Managed Account ⁽⁹⁾
Common Stock	02/08/2016		P		1,500	A	$ 53.52 ⁽³⁾	1,099,600	I	By Managed Account ⁽⁹⁾
Common Stock	02/09/2016		P		29,600	A	$ 52.41 ⁽⁴⁾	1,129,200	I	By Managed Account ⁽⁹⁾
Common Stock	02/09/2016		P		29,900	A	$ 53.48 ⁽⁵⁾	1,159,100	I	By Managed Account ⁽⁹⁾
Common Stock	02/10/2016		P		29,700	A	$ 54.53 ⁽⁶⁾	1,188,800	I	By Managed Account ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nabi Usman 888 SEVENTH AVENUE 29TH FLOOR NEW YORK, NY 10019	X

Signatures

/s/ Usman Nabi		02/10/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $52.34 to $53.33. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(2)	H Partners, LP ("H LP") directly owns the reported securities. H Partners Capital, LLC ("H Capital") is the general partner of H LP. H Partners Management, LLC ("H Management") is the investment manager of H LP, and Usman Nabi is a senior partner of H Management. As a result, H Capital, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held by H LP. Mr. Nabi 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)	This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $53.34 to $53.85. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(4)	This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $51.97 to $52.96. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(5)	This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $52.97 to $53.68. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(6)	This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $54.02 to $55.00. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(7)	This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $51.35 to $52.34. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
(8)	H Offshore Fund, Ltd. ("H Offshore") directly owns the reported securities. H Management is the investment manager of H Offshore, and Mr. Nabi is a senior partner of H Management. As a result, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held by H Offshore. Mr. Nabi 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.
(9)	Shares held in an account managed by H Management. H Management is the investment adviser of the managed account, and Mr. Nabi is a senior partner of H Management. As a result, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held in the managed account. Mr. Nabi 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.

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