Thompson Scott L Form 4 TEMPUR SEALY INTERNATIONAL / SCOTT L THOMPSON 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^*

THOMPSON SCOTT L

(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
X	Officer (give title below)	Other (specify below)
CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2017

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	09/04/2017		M		39,333(1)	A	(2)	215,480	D
Common Stock	09/04/2017		F		1,640(3)	D	$62.1	213,840	D
Common Stock	09/04/2017		M		23,229(4)	A	(2)	237,069	D
Common Stock	09/04/2017		F		11,615(5)	D	$62.1	225,454	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
Restricted Stock Units	(2)	09/04/2017		M			39,333	(1)	(1)	Common Stock	39,333	$0	39,333	D
Restricted Stock Units	$0.0(2)	09/04/2017		M			23,229	(4)	(4)	Common Stock	23,229	$0	23,228	D

Explanation of Responses:

1. Represents the conversion of the portion of the restricted stock units granted on September 4, 2015 that vested on September 4, 2017. The restricted stock units have vested and will vest as follows: 39,334 on September 4, 2016 and 39,333 on each of September 4, 2017 and 2018, respectively. Payout of the vested common shares is deferred until thirty days following the Reporting Person's termination of employment.

2. Each restricted stock unit represents a contingent right to receive one share of TPX common stock.

3. Represents the number of shares withheld in accordance with the Company's Amended and Restated 2013 Equity Incentive Plan and the award agreement to cover the withholding taxes arising upon the vesting of these RSUs.

4. Performance Restricted Stock Units ("PRSUs") were granted to the Reporting Person on September 4, 2015 (the "Grant Date"). Each PRSU 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 agreement became subject only to time vesting restrictions. Pursuant to the award agreement, the PRSUs vest in three annual installments, with 23,229 units vesting on each of the first two anniversaries of the Grant Date and 23,228 units vesting on the third anniversary of the Grant Date. These PRSUs vested on September 4, 2017 as the second annual installment.

5. Represents the number of shares withheld in accordance with the Company's Amended and Restated 2013 Equity Incentive Plan and the award agreement to cover the withholding taxes arising upon the vesting of these PRSUs.

Remarks:

	/s/ Bhaskar Rao Attorney-in-Fact	09/06/2017
	** 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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