X0201 4 2003-12-23 0 0001206264 TEMPUR PEDIC INTERNATIONAL INC TPX 0001280121 FRIEDMAN FLEISCHER & LOWE GP LLC C/O FRIEDMAN FLEISCHER & LOWE ONE MARITIME PLAZA, 10TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Class B-1 Voting Common Stock 2003-12-23 4 C 0 47839.63 A 47839.63 I See footnote Class B-1 Voting Common Stock 2003-12-23 4 C 0 865.42 A 865.42 I See footnote Common Stock 2003-12-23 4 S 0 4574549 13.09 D 20541256.75 I See footnote Common Stock 2003-12-23 4 S 0 82753 13.09 D 371592.5 I See footnote Series A Convertible Preferred Stock 2003-12-23 4 C 0 47839.63 1000 D Class B-1 Voting Common Stock 47839.63 0 I See footnote Series A Convertible Preferred Stock 2003-12-23 4 C 0 865.42 1000 D Class B-1 Voting Common Stock 865.42 0 I See footnote The share information listed for these securities is reported as of the time of the reported transaction and does not give effect to a 525-for-1 stock split which occurred after the reported transaction and is described below at Footnote 4. By Friedman Fleischer & Lowe Capital Partners, LP. The reporting person is the general partner of the limited partnership which owns the reported shares and disclaims beneficial ownership of any shares in which it does not have a pecuniary interest. This limited partnership has previously reported these transactions on a Form 4. By FFL Executive Partners, LP. The reporting person is the general partner of the limited partnership which owns the reported shares and disclaims beneficial ownership of any shares in which it does not have a pecuniary interest. This limited partnership has previously reported these transactions on a Form 4. On December 23, 2003, the Issuer renamed its Class B-1 Voting Common Stock as Common Stock, and the Common Stock split 525-for-1 in the form of a stock dividend of 524 shares for each outstanding share. This stock split resulted in Friedman Fleischer & Lowe Capital Partners, LP's acquisition of an additional 25,067,966.12 shares of Common Stock and FFL Executive Partners, LP's acquisition of an additional 453,480.08 shares of Common Stock. These securities are Series A Convertible Preferred Stock of the Issuer. As such, they are convertible at any time and do not have an expiration date. 1-for-1 /s/ Christopher A. Masto 2004-02-23