MONTGOMERY DAVID Form 4 Filed 2021-01-05

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)
01/03/2021

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2021		M		9,060	A	$ 0 ⁽¹⁾	1,060,244	D
Common Stock	01/03/2021		F		4,259	D	$27	1,055,985	D
Common Stock	01/04/2021		M		36,720	A	$ 0 ⁽¹⁾	1,092,705	D
Common Stock	01/04/2021		F		17,259	D	$26.46	1,075,446	D
Common Stock	01/04/2021		S⁽²⁾		50,000	D	$26.53⁽³⁾	1,025,446	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 ⁽¹⁾

01/03/2021

9,060

⁽⁴⁾

Common Stock

9,060

$ 0

27,172

Restricted Stock Units

$ 0 ⁽¹⁾

01/04/2021

36,720

⁽⁵⁾

Common Stock

36,720

$ 0

73,440

Restricted Stock Units

$ 0

01/04/2021

18,897

⁽⁶⁾

Common Stock

18,897

$26.46

18,897

Explanation of Responses:

1.	Restricted Stock Units convert into common stock on a one-for-one basis.
2.	The sales of common stock reported on this line in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 3, 2020.
3.	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.50 to $27.07. The reporting person undertakes 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 sold at each separate price within the ranges set forth in this footnote.
4.	The restricted stock units ("RSUs") were previously reported as a grant of 9,058 RSUs vesting in four annual installments on January 3, 2021, 2022, 2023 and 2024. The RSUs have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020.
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, 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.

	Signatures
	/s/ Bhaskar Rao, Attorney in Fact	01/05/2021
	** Signature of Reporting Person	Date
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