Edgar Filing: TEMPUR SEALY INTERNATIONAL, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â JAFFER REHAN

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2016

3. Issuer Name and Ticker or Trading Symbol
TEMPUR SEALY INTERNATIONAL, INC. [TPX]

(Last)

(First)

(Middle)

C/O H PARTNERS MANAGEMENT, LLC,Â 888 SEVENTH AVENUE, 29TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾ ⁽²⁾	3,642,500	I	By H Partners, LP ⁽³⁾
Common Stock ⁽¹⁾ ⁽²⁾	1,516,430	I	By H Offshore Fund, Ltd. ⁽⁴⁾
Common Stock ⁽¹⁾ ⁽²⁾	1,064,800	I	By Managed Account ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JAFFER REHAN C/O H PARTNERS MANAGEMENT, LLC 888 SEVENTH AVENUE, 29TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
H PARTNERS MANAGEMENT, LLC 888 SEVENTH AVENUE 29TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

/s/ Rehan Jaffer		02/10/2016
^**Signature of Reporting Person		Date
/s/ H Partners Management, LLC, By: /s/ Rehan Jaffer, as Managing Member		02/10/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	This Form 3 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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.