SEC FORM 4 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
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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*
BARBER JEFFREY S

(Last) (First) (Middle)
125 HIGH STREET
SUITE 2500

(Street)
BOSTON MA 02110

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2003
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
Class B-1 Voting Common 12/23/2003 12/23/2003 C(1) 1,625.21 A (1) 1,625.21 I(5) See Footnote 5
Common Stock 12/23/2003 12/23/2003 S 155,406(2)(3) D $13.09 697,829(2)(3) I(5) See Footnote 5
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
Warrants to Purchase (1) 12/23/2003 12/23/2003 C 116.51 (4) (4) B-1 Voting Common Stock 116.51 $0.01 0 I(5) See Footnote 5
Series A Convertible Preferred (1) 12/23/2003 12/23/2003 C 1,508.7 (4) (4) B-1 Voting Common Stock 1,508.7 $1,508,700 0 I(5) See Footnote 5
Explanation of Responses:
1. Converts 1-for-1.
2. After the conversion of the Series A Preferred Stock, and the net exercise of the warrants, on December 23, 2003, the Company renamed its Class B-1 Voting Common Stock as Common Stock.
3. On December 23, 2003, the Common Stock of Tempur-Pedic International Inc. split 525-for-1 in the form of a stock dividend of 524 shares for each outstanding share. This resulted in the acquisition of 851,610 additional shares of Common Stock.
4. Not applicable.
5. The reporting person may be deemed to have an indirect pecuniary interest as a Member of TA Investors LLC in 697,829 shares of Common Stock. The reporting person disclaims beneficial ownership of all such securities, except to the extent of 46,106 shares of Common Stock in which he holds a pecuniary interest. On 12/23/03 TA Investors LLC sold 10,267 shares on behalf of the reporting person.
Jeffrey S. Barber 12/26/2003
By: Thomas P. Alber, Attorney-in-Fact 12/26/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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