X0201 42003-12-2300001206264TEMPUR PEDIC INTERNATIONAL INC TPX0001272489MCLANE P ANDREWS125 HIGH STREETSUITE 2500BOSTONMA021101000Class B-1 Voting Common2003-12-232003-12-234C01625.21A1625.21ISee Footnote 5Common Stock2003-12-232003-12-234S015540613.09D697829ISee Footnote 5Warrants to Purchase2003-12-232003-12-234C0116.51.01DB-1 Voting Common Stock116.510ISee Footnote 5Series A Convertible Preferred2003-12-232003-12-234C01508.71508700DB-1 Voting Common Stock1508.70ISee Footnote 5Converts 1-for-1.After the conversion of the Series A Preferred Stock, and the net exercise of the warrants, on December 23, 2003, the Company renamed its Class B-1 Voting Common Stock as Common Stock.On December 23, 2003, the Common Stock of Tempur-Pedic International Inc. split 525-for-1 in the form of a stock dividend of 524 shares for each outstanding share. This resulted in the acquisition of 851,610 additional shares of Common Stock.Not applicable.The reporting person may be deemed to have an indirect pecuniary interest as a Member of TA Investors LLC in 697,829 shares of Common Stock. The reporting person disclaims beneficial ownership of all such securities, except to the extent of 200,928 shares of Common Stock in which he holds a pecuniary interest. On 12/23/03 TA Investors LLC sold 44,760 shares on behalf of the reporting person.P. Andrews McLane2003-12-26By: Thomas P. Alber, Attorney-in-Fact2003-12-26