0000921895-16-003249.txt : 20160210 0000921895-16-003249.hdr.sgml : 20160210 20160210190812 ACCESSION NUMBER: 0000921895-16-003249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160208 FILED AS OF DATE: 20160210 DATE AS OF CHANGE: 20160210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPUR SEALY INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001206264 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 331022198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 TEMPUR WAY CITY: LEXINGTON STATE: KY ZIP: 40511 BUSINESS PHONE: 800-878-8889 MAIL ADDRESS: STREET 1: 1000 TEMPUR WAY CITY: LEXINGTON STATE: KY ZIP: 40511 FORMER COMPANY: FORMER CONFORMED NAME: TEMPUR PEDIC INTERNATIONAL INC DATE OF NAME CHANGE: 20031202 FORMER COMPANY: FORMER CONFORMED NAME: TWI HOLDINGS INC DATE OF NAME CHANGE: 20021119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H PARTNERS MANAGEMENT, LLC CENTRAL INDEX KEY: 0001364412 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31922 FILM NUMBER: 161407286 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-265-4200 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JAFFER REHAN CENTRAL INDEX KEY: 0001364501 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31922 FILM NUMBER: 161407287 MAIL ADDRESS: STREET 1: C/O H PARTNERS MANAGEMENT, LLC STREET 2: 888 SEVENTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 form410304002_02102016.xml OWNERSHIP DOCUMENT X0306 4 2016-02-08 0 0001206264 TEMPUR SEALY INTERNATIONAL, INC. TPX 0001364501 JAFFER REHAN C/O H PARTNERS MANAGEMENT, LLC 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001364412 H PARTNERS MANAGEMENT, LLC 888 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2016-02-08 4 P 0 56040 51.7128 A 3698540 I By H Partners, LP Common Stock 2016-02-08 4 P 0 50660 52.4634 A 3749200 I By H Partners, LP Common Stock 2016-02-08 4 P 0 87870 51.7128 A 1604300 I By H Offshore Fund, Ltd. Common Stock 2016-02-08 4 P 0 21900 52.4634 A 1626200 I By H Offshore Fund, Ltd. Common Stock 2016-02-08 4 P 0 20000 51.7128 A 1084800 I By Managed Account Common Stock 2016-02-08 4 P 0 14800 52.4634 A 1099600 I By Managed Account Common Stock 2016-02-09 4 P 0 100660 52.4102 A 3849860 I By H Partners, LP Common Stock 2016-02-09 4 P 0 101940 53.4760 A 3951800 I By H Partners, LP Common Stock 2016-02-09 4 P 0 43700 52.4102 A 1669900 I By H Offshore Fund, Ltd. Common Stock 2016-02-09 4 P 0 44200 53.4760 A 1714100 I By H Offshore Fund, Ltd. Common Stock 2016-02-09 4 P 0 29600 52.4102 A 1129200 I By Managed Account Common Stock 2016-02-09 4 P 0 29900 53.4760 A 1159100 I By Managed Account Common Stock 2016-02-10 4 P 0 101300 54.5347 A 4053100 I By H Partners, LP Common Stock 2016-02-10 4 P 0 44000 54.5347 A 1758100 I By H Offshore Fund, Ltd. Common Stock 2016-02-10 4 P 0 29700 54.5347 A 1188800 I By Managed Account This Form 4 is filed jointly by H Partners Management, LLC ("H Management") and Rehan Jaffer (collectively, the "Reporting Persons"). The securities reported herein are held in the accounts of certain investment funds owned and managed by H Management, including H Partners, LP ("H LP") and H Offshore Fund, Ltd. ("H Offshore") and a certain managed account (the "Managed Account"), each of which individually owns less than 10% of the Issuer's outstanding shares of common stock. The Reporting Persons are filing this report because each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. H LP directly owns the reported securities. H Management, as the investment manager of H LP, and Mr. Jaffer, as managing member of H Management, may be deemed to have voting and dispositive power with respect to the shares of common stock held by H LP. H Offshore directly owns the reported securities. H Management, as the investment manager of H Offshore, and Mr. Jaffer, as managing member of H Management, may be deemed to have voting and dispositive power with respect to the shares of common stock held by H Offshore. Securities held in the Managed Account. H Management, as the investment adviser of the Managed Account, and Mr. Jaffer, as managing member of H Management, may be deemed to have voting and dispositive power with respect to the shares of common stock held in the Managed Account. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $51.3600 to $52.3500, excluding commissions. The Reporting Persons undertake 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 purchased at each separate price within the ranges set forth in footnotes 6, 7, 8, 9 and 10 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $52.3600 to $52.7400, excluding commissions. The Reporting Persons undertake 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 purchased at each separate price within the ranges set forth in footnotes 6, 7, 8, 9 and 10 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $51.9700 to $52.9600, excluding commissions. The Reporting Persons undertake 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 purchased at each separate price within the ranges set forth in footnotes 6, 7, 8, 9 and 10 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $52.9700 to $53.6800, excluding commissions. The Reporting Persons undertake 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 purchased at each separate price within the ranges set forth in footnotes 6, 7, 8, 9 and 10 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $54.0200 to $55.0000, excluding commissions. The Reporting Persons undertake 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 purchased at each separate price within the ranges set forth in footnotes 6, 7, 8, 9 and 10 to this Form 4. /s/ Rehan Jaffer 2016-02-10 /s/ H Partners Management, LLC, By: /s/ Rehan Jaffer, as Managing Member 2016-02-10