SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WILLIAMS DALE E (Last) (First) (Middle) C/O TEMPUR-PEDIC INTERNATIONAL INC. 1713 JAGGIE FOX WAY (Street) LEXINGTON KY 40511 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TEMPUR PEDIC 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) Sr. VP, CFO, Secretary, Treas.
	3. Date of Earliest Transaction (Month/Day/Year) 07/07/2003
	4. If Amendment, Date of 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	12/23/2003		M		26,250(1)	A	$2.38(1)	26,250(1)	D
Common Stock	12/23/2003		S		26,250	D	$13.09	0	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: 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
Stock options (right to buy)	$1,250(2)	07/07/2003		A		1,000(2)		(3)	07/07/2013	Class B-1 Voting Common Stock(2)	1,000(2)	$0	1,000(2)	D
Stock options (right to buy)	$2.38(4)	12/23/2003		M			26,250(4)	(3)	07/07/2013	Class B-1 Voting Common Stock(4)	26,250(4)	$0	498,750(4)	D

Explanation of Responses:

1. On December 23, 2003, the Company 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. The options exercised in this transaction contain antidilution provisions and were adjusted in proportion to this stock split, as described in Footnotes 2 and 4 below.

2. The exercise price and share numbers listed in connection with this transaction are reported as of the date on which the reported transaction occurred. As described in Footnote 1, on December 23, 2003, the Company renamed its Class B-1 Voting Common Stock as Common Stock, and the Common Stock split 525-for-1. The listed exercise price and number of shares beneficially owned for this entry do not give effect to the stock split and resulting antidilution adjustment of the affected options, which occurred after this transaction was effected. The current terms of these options, which give effect to this stock split, are described in connection with the transaction dated December 23, 2003 listed in Table II.

3. These options vest and become exercisable in a series of installments. The first installment, which consisted of 10% of the total aggregate number of options granted, vested on October 27, 2003. An additional 15% of the original aggregate number of options granted will vest and become exercisable on July 7, 2004. The remaining options will vest and become exercisable in a series of twelve successive equal quarterly installments beginning on October 7, 2004.

4. As described in Footnote 1, on December 23, 2003, prior to this reported transaction, the Company renamed its Class B-1 Voting Common Stock as Common Stock, and the Common Stock split 525-for-1. The exercise price and share numbers listed in connection with this transaction reflect certain adjustments made pursuant to antidilution provisions in the affected options after giving effect to this stock split.

	/s/ William H. Poche, Attorney-in-fact	12/24/2003
	** Signature of Reporting Person	Date
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