Tempur Sealy International (TPX) Form 4 TEMPUR SEALY INTERNATIONAL / JOHN HEIL ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEIL JOHN

(Last) (First) (Middle)

C/O TEMPUR SEALY INTERNATIONAL, INC.

1000 TEMPUR WAY

(Street)

LEXINGTON KY 40511

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2019

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2019		M(1)		1,653	A	$59.82	33,312	D
Common Stock	09/12/2019		S(2)		1,253	D	$79	32,059	D
Common Stock	09/12/2019		M(1)		1,326	A	$52.87	33,385	D
Common Stock	09/12/2019		S(2)		889	D	$79	32,496	D
Common Stock	09/12/2019		M(1)		1,023	A	$62.03	33,519	D
Common Stock	09/12/2019		S(2)		804	D	$79	32,715	D
Common Stock	09/12/2019		M(1)		679	A	$61.72	33,394	D
Common Stock	09/12/2019		S(2)		531	D	$79	32,863	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 (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 Securities Underlying Derivative Security (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: 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)	$59.82	09/12/2019		M			1,653	(3)	05/10/2025	Common Stock	1,653	$0	0	D
Stock Options (right to buy)	$52.87	09/12/2019		M			1,326	(4)	05/06/2024	Common Stock	1,326	$0	0	D
Stock Options (right to buy)	$62.03	09/12/2019		M			1,023	(5)	04/24/2022	Common Stock	1,023	$0	0	D
Stock Options (right to buy)	$61.72	09/12/2019		M			679	(6)	04/25/2021	Common Stock	679	$0	0	D

Explanation of Responses:

1. The conversion of stock options reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2019.

2. The sales of common stock reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2019.

3. These stock options vested in four equal installments on the following dates: July 31, 2015, October 31, 2015, January 31, 2016 and April 30, 2016.

4. These stock options vested in four equal installments on the following dates: July 31, 2014, October 31, 2014, January 31, 2015 and April 30, 2015.

5. These stock options vested in four equal installments on the following dates: July 31, 2012, October 31, 2012, January 31, 2013 and April 30, 2013.

6. These stock options vested in four equal installments on the following dates: July 31, 2011, October 31, 2011, January 31, 2012 and April 30, 2012.

Remarks:

	/s/ Bhaskar Rao, Attorney in Fact	09/16/2019
	** Signature of Reporting Person	Date
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).
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