FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
MONTGOMERY DAVID
 2. Issuer Name and Ticker or Trading Symbol
TEMPUR SEALY INTERNATIONAL, INC. [TPX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Global Business Strategy
(Last)
(First)
(Middle)

C/O TEMPUR SEALY INTERNATIONAL, INC., 1000 TEMPUR WAY		 3. Date of Earliest Transaction (Month/Day/Year)
01/04/2023
(Street)

LEXINGTON, KY 40511
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

01/04/2023 M 18,897A $ 0 (1) 909,777D 

Common Stock

01/04/2023 F 8,882D $34.93900,895D 

Common Stock

01/04/2023 M 2,593A $ 0 (1) 903,488D 

Common Stock

01/04/2023 F 1,219D $34.93902,269D 

Common Stock

01/04/2023 M 4,724A $ 0 (1) 906,993D 

Common Stock

01/04/2023 F 2,221D $34.93904,772D 

Common Stock

01/04/2023 M 36,720A $ 0 (1) 941,492D 

Common Stock

01/04/2023 F 17,259D $34.93924,233D 


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

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 of Derivative Security: 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

Performance Restricted Stock Units

 $ 0 (1) 01/04/2023 M  18,897  (2)   (2)

Common Stock

18,897 $ 0 37,794D 

Restricted Stock Units

 $ 0 (1) 01/04/2023 M  2,593  (3)   (3)

Common Stock

2,593 $ 0 7,779D 

Restricted Stock Units

 $ 0 (1) 01/04/2023 M  4,724  (4)   (4)

Common Stock

4,724 $ 0 9,448D 

Restricted Stock Units

 $ 0 (1) 01/04/2023 M  36,720  (5)   (5)

Common Stock

36,720 $ 0 0 D 

Restricted Stock Units

 $ 0 01/04/2023 A 14,315   (6)   (6)

Common Stock

14,315 $ 0 14,315D 

Explanation of Responses:
1.

Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis.

2.

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.

3.

On January 4, 2022, the reporting person was granted 10,372 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

4.

On January 4, 2021, the reporting person was granted 18,897 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.

5.

The restricted stock units ("RSUs") were previously reported as a grant of 36,721 RSUs vesting in four annual installments on January 4, 2020, 2021, 2022 and 2023. The RSUs have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020.

6.

On January 4, 2023, the reporting person was granted 14,315 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date.



Signatures

/s/ Bhaskar Rao, Attorney in Fact

01/06/2023
** Signature of Reporting PersonDate
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