Richard W Anderson Form 4 TEMPUR SEALY INTERNATIONAL / RICHARD W ANDERSON 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

ANDERSON RICHARD W

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & President, North America

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2019

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	10/31/2019		M(1)		16,458	A	$57.51	73,131	D
Common Stock	10/31/2019		S(2)		16,458	D	$84.5	56,673	D
Common Stock	10/31/2019		M(1)		4,838	A	$71.5	61,511	D
Common Stock	10/31/2019		S(2)		4,838	D	$84.5	56,673	D
Common Stock	10/31/2019		M(1)		4,703	A	$62.45	61,376	D
Common Stock	10/31/2019		S(2)		4,703	D	$0	56,673	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 Option (right to buy)	$57.51	10/31/2019		M			16,458	(3)	02/26/2025	Common Stock	16,458	$0	0	D
Stock Option (right to buy)	$71.5	10/31/2019		M			4,838	(4)	02/08/2022	Common Stock	4,838	$0	0	D
Stock Option (right to buy)	$62.45	10/31/2019		M			4,703	(5)	01/04/2028	Common Stock	4,703	$0	14,109	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 15, 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 15, 2019.

3. These options vested in three annual installments with options covering 5,486 shares of common stock vesting on each of February 27, 2016, February 27, 2017 and February 27, 2018.

4. These options vested in three annual installments with options covering 1,613 shares of common stock vesting on each of February 9, 2013, February 9, 2014 and 1,612 shares of common stock vesting on February 9, 2015.

5. These options vest in four annual installments with options covering 4,703 shares of common stock vesting on each of January 5, 2019, January 5, 2020, January 5, 2021 and January 5, 2022.

Remarks:

	/s/ Bhaskar Rao, Attorney in Fact	11/01/2019
	** 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.