| Item 1. | |
| (a) | Name of issuer:
Tempur Sealy International, Inc. |
| (b) | Address of issuer's principal executive offices:
100 Tempur Way, Lexington, KENTUCKY, 40511. |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by (i) Browning West LP (the "Browning West") with respect to the shares of Common Stock (as defined in Item 2(d) below) held by certain funds (the "Browning West Funds") to which it serves as investment manager and (ii) Mr. Usman Nabi ("Mr. Nabi", and together with Browning West, the "Reporting Persons"), the managing member of Browning West UPG ManCo LLC, the general partner of Browning West, and the Chief Investment Officer of Browning West, with respect to the shares of Common Stock held by the Browning West Funds.
The filing of this statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein. |
| (b) | Address or principal business office or, if none, residence:
1999 Avenue of the Stars, Suite 1150, Los Angeles, CA 90067. |
| (c) | Citizenship:
Browning West is a Delaware Limited Partnership. Mr. Nabi is a United States citizen. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
88023U101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 of the cover page for each Reporting Person. |
| (b) | Percent of class:
See Item 11 of the cover page for each Reporting Person. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Reporting Person.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Reporting Person
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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