| 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)
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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) 01/03/2025 | ||||||||||||||||||||||||||
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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 | 01/03/2025 | 01/04/2025 | M | 3,070 | A | $0(1) | 181,389 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | F | 1,209 | D | $55.74 | 180,180 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | M | 1,685 | A | $0(1) | 181,865 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | F | 664 | D | $55.74 | 181,201 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | M | 2,326 | A | $0(1) | 183,527 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | F | 916 | D | $55.74 | 182,611 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | M | 1,696 | A | $0(1) | 184,307 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | F | 668 | D | $55.74 | 183,639 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | M | 12,279 | A | $0(1) | 195,918 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | F | 4,981 | D | $55.74 | 190,937 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | M | 1,920 | A | $0(1) | 192,857 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | F | 756 | D | $55.74 | 192,101 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | M | 6,252 | A | $0(1) | 198,353 | D | ||
| Common Stock | 01/03/2025 | 01/04/2025 | F | 2,461 | D | $55.74 | 195,892 | D | ||
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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 | ||||||||
| Restricted Stock Units | $0(1) | 01/03/2025 | 01/04/2025 | M | 3,070 | (2) | (2) | Common Stock | 3,070 | $0 | 0 | D | |||
| Restricted Stock Units | $0(1) | 01/03/2025 | 01/04/2025 | M | 1,685 | (3) | (3) | Common Stock | 1,685 | $0 | 1,685 | D | |||
| Restricted Stock Units | $0(1) | 01/03/2025 | 01/04/2025 | M | 2,326 | (4) | (4) | Common Stock | 2,326 | $0 | 4,652 | D | |||
| Restricted Stock Units | $0(1) | 01/03/2025 | 01/04/2025 | M | 1,696 | (5) | (5) | Common Stock | 1,696 | $0 | 5,086 | D | |||
| Performance Restricted Stock Units | $0(1) | 01/03/2025 | 01/04/2025 | M | 12,279 | (6) | (6) | Common Stock | 12,279 | $0 | 0 | D | |||
| Performance Restricted Stock Units | $0(1) | 01/03/2025 | 01/04/2025 | M | 1,920 | (7) | (7) | Common Stock | 1,920 | $0 | 1,925 | D | |||
| Performance Restricted Stock Units | $0(1) | 01/03/2025 | 01/04/2025 | M | 6,252 | (8) | (8) | Common Stock | 6,252 | $0 | 12,507 | D | |||
| Explanation of Responses: |
| 1. Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis. |
| 2. On January 4, 2021, the reporting person was granted 12,283 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 3. On January 4, 2022, the reporting person was granted 6,742 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 4. On January 4, 2023, the reporting person was granted 9,305 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 5. On January 4, 2024, the reporting person was granted 6,782 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. |
| 6. On February 22, 2022, the Compensation Committee of the Board of Directors determined that the maximum performance conditions for the performance restricted stock units (PRSUs) granted on January 4, 2021 were achieved. The PRSUs vest in approximately three equal installments on January 4, 2023, 2024 and 2025. |
| 7. On January 4, 2022, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 17, 2023 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2024, 2025 and 2026. |
| 8. On January 4, 2023, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 16, 2024 resulting in the reported number of performance shares received. The PRSUs vest in approximately three equal installments on January 4, 2025, 2026 and 2027. |
| Remarks: |
| /s/ Bhaskar Rao Attorney-in-Fact | 01/06/2025 | |
| ** 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. | ||
