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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TEMPUR SEALY INTERNATIONAL, INC. [ TPX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/26/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/26/2019 | M | 679 | A | $61.72 | 17,201 | D | |||
| Common Stock | 11/26/2019 | S | 679 | D | $84.87(1) | 16,522 | D | |||
| Common Stock | 11/26/2019 | M | 1,023 | A | $62.03 | 17,545 | D | |||
| Common Stock | 11/26/2019 | S | 1,023 | D | $84.87(1) | 16,522 | D | |||
| Common Stock | 11/26/2019 | M | 2,553 | A | $43.28 | 19,075 | D | |||
| Common Stock | 11/26/2019 | S | 2,553 | D | $84.87(1) | 16,522 | D | |||
| Common Stock | 11/26/2019 | M | 1,326 | A | $52.87 | 17,848 | D | |||
| Common Stock | 11/26/2019 | S | 1,326 | D | $84.87(1) | 16,522 | D | |||
| Common Stock | 11/26/2019 | M | 1,653 | A | $59.82 | 18,175 | D | |||
| Common Stock | 11/26/2019 | S | 1,653 | D | $84.87(1) | 16,522 | D | |||
| Common Stock | 11/26/2019 | S | 3,276 | D | $84.87(1) | 13,246 | D | |||
| Common Stock | 11/27/2019 | S | 3,000 | D | $84.6(2) | 10,246 | D | |||
| Common Stock | 11/27/2019 | S | 4,500 | D | $84.65 | 10,000 | I | By RBT Investments LLC(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $61.72 | 11/26/2019 | M | 679 | (4) | 04/25/2021 | Common Stock | 679 | $0 | 0 | D | ||||
| Stock Options (right to buy) | $62.03 | 11/26/2019 | M | 1,023 | (5) | 04/24/2022 | Common Stock | 1,023 | $0 | 0 | D | ||||
| Stock Options (right to buy) | $43.28 | 11/26/2019 | M | 2,553 | (6) | 05/21/2023 | Common Stock | 2,553 | $0 | 0 | D | ||||
| Stock Options (right to buy) | $52.87 | 11/26/2019 | M | 1,326 | (7) | 05/06/2024 | Common Stock | 1,326 | $0 | 0 | D | ||||
| Stock Options (right to buy) | $59.82 | 11/26/2019 | M | 1,653 | (8) | 05/10/2025 | Common Stock | 1,653 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.75 to $85.02. 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. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.59 to $84.68. 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 reporting person and his spouse control the investment and voting decisions of RBT Investments, LLC indirectly as trustees of the members of RBT Management, LLC, the manager for RBT Investments, LLC. |
| 4. These options vested on the following dates with respect to the specified number of shares of common stock: July 31, 2011 - 170 shares; October 31, 2011 - 170 shares; January 31, 2012 - 170 shares; and April 30, 2012 - 169 shares. |
| 5. These options vested on the following dates with respect to the specified number of shares of common stock: July 31, 2012 - 256 shares; October 31, 2012 - 256 shares; January 31, 2013 - 256 shares; and April 30, 2013 - 255 shares. |
| 6. These options vested on the following dates with respect to the specified number of shares of common stock: July 31, 2013 - 639 shares; October 31, 2013 - 638 shares; January 31, 2014 - 638 shares; and April 30, 2014 - 638 shares. |
| 7. These options vested on the following dates with respect to the specified number of shares of common stock: July 31, 2014 - 332 shares; October 31, 2014 - 332 shares; January 31, 2015 - 331 shares; April 30, 2015 - 331 shares. |
| 8. These options vested on the following dates with respect to the specified number of shares of common stock: July 31, 2015 - 414 shares; October 31, 2015 - 413 shares; January 31, 2016 - 413 shares; April 30, 2016 - 413 shares. |
| Remarks: |
| /s/ Bhaskar Rao | 11/27/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||