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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 		 
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*
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP
(Last) (First) (Middle)
C/O FRIEDMAN FLEISCHER & LOWE
ONE MARITIME PLAZA, 10TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/14/2005 J(1) 3,928,925 D (3) 12,600,460 D(4)
Common Stock 03/14/2005 J(2) 71,075 D (3) 227,943 D(4)
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
1. Name and Address of Reporting Person*
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP
(Last) (First) (Middle)
C/O FRIEDMAN FLEISCHER & LOWE
ONE MARITIME PLAZA, 10TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FFL EXECUTIVE PARTNERS LP
(Last) (First) (Middle)
C/O FRIEDMAN FLEISCHER & LOWE
ONE MARITIME PLAZA, 10TH FLOOR
(Street)
SAN FANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FRIEDMAN TULLY M
(Last) (First) (Middle)
C/O FRIEDMAN FLEISCHER & LOWE
ONE MARITIME PLAZA, 10TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MASTO CHRISTOPHER A
(Last) (First) (Middle)
C/O FRIEDMAN FLEISCHER & LOWE
ONE MARITIME PLAZA, 10TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Explanation of Responses:
1. Friedman Fleischer & Lowe Capital Partners, LP, a member of a group that owned more than 10% of Tempur-Pedic International Inc., in the aggregate, distributed 3,928,925 shares pro rata for no consideration to the partners of Friedman Fleischer & Lowe Capital Partners, LP. Pursuant to the fund's partnership agreement, certain partners of Friedman Fleischer & Lowe Capital Partners, LP elected to have their pro rata portion, a total of 1,224,406 shares, sold on their behalf. These shares have been transferred to Friedman Fleischer & Lowe, LLC, who will act as nominee for these partners and will sell the shares on their behalf. The proceeds from these sales will be delivered to the partners of Friedman Fleischer & Lowe Capital Partners, LP who made this election.
2. FFL Executive Partners, LP, a member of a group that owned more than 10% of Tempur-Pedic International Inc., in the aggregate, distributed 71,075 shares pro rata for no consideration to the partners of FFL Executive Partners, LP. Pursuant to the fund's partnership agreement, certain partners of FFL Executive Partners, LP elected to have their pro rata portion, a total of 9,020 shares, sold on their behalf. These shares have been transferred to Friedman Fleischer & Lowe, LLC, who will act as nominee for these partners and will sell the shares on their behalf. The proceeds from these sales will be delivered to the partners of FFL Executive Partners, LP who made this election.
3. Not Applicable
4. See "Notes to Footnote 4" in Exhibit 99.2.
Remarks:
(1) This Form 4 is also being filed on behalf of each of Tully M. Friedman and Christopher A. Masto, each of whom is a director of the Issuer. (2) Mr. Masto is Managing Member of Friedman Fleischer & Lowe GP, LLC, General Partner of Friedman Fleischer & Lowe Capital Partners, LP.
/s/ Chistopher A. Masto (2)) 03/15/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
rrd61833_69675.html 
                                                                    Exhibit 99.1

                             JOINT FILER INFORMATION
This statement on Form 4 is filed by Friedman Fleischer & Lowe Capital Partners,
LP, FFL Executive Partners, LP, Tully M. Friedman and Christopher A. Masto.

Name:                        FFL Executive Partners, LP
Address:          &nbs
p;          c/o Friedman Fleischer & Lowe
                             One Maritime Plaza, 10th Floor
                             San Francisco, CA 94111
Designated Filer:            Friedman Fleischer & Lowe Capital Partners, LP
Issuer & Ticker Symbol:      Tempur-Pedic International Inc. [TPX]
Date of Earliest Transaction Required to be Reported:  March 14, 2005

FFL EXECUTIVE PARTNERS, LP
By:    /s/ Christopher A. Masto
       ---------------------------------
Name:  Christopher A. Masto
Title: Managing Member
   
;    Friedman Fleischer & Lowe GP, LLC

Name:                        Tully M. Friedman
Address:                     c/o Friedman Fleischer & Lowe
                             One Maritime Plaza, 10th Floor
                             San Francisco, CA 94111
Designated Filer:            Friedman Fleischer & Lowe Capital Partners, LP
Issuer & Ticker Symbol:      Tempur-Pedic International Inc. [TPX]
Da
te of Earliest Transaction Required to be Reported:  March 14, 2005
/s/ Tully M. Friedman
-----------------------------------
Tully M. Friedman

Name:                        Christopher A. Masto
Address:                     c/o Friedman Fleischer & Lowe
                             One Maritime Plaza, 10th Floor
                             San Francisco, CA 94111
Designated Filer:            Friedman Fleischer & Lowe Capital Partners, LP

Issuer & Ticker Symbol:      Tempur-Pedic International Inc. [TPX]
Date of Earliest Transaction Required to be Reported:  March 14, 2005
/s/ Christopher A. Masto
-----------------------------------
Christopher A. Masto
rrd61833_69676.html 
                                                                    Exhibit 99.2

Notes to Footnote 4:

The shares of Common Stock ("Common Stock") described in this Form 4 are held by
Friedman Fleischer & Lowe Capital Partners,  LP and FFL Executive  Partners,  LP
(collectively,  the "Friedman  Fleischer & Lowe Funds") in the amounts set forth
below.  An allocation of shares is listed below for each  transaction  described
herein.  The  Friedman  Fleischer & Lowe Funds are each  controlled  by Friedman
Fleischer & Lowe GP, LLC, their general partner. Accordingly, Friedman Fleischer
& Lowe Capital  Partners,  LP and FFL  Executive  Partners,  LP may be deemed to
beneficially  own each other's  shares of Common  Stock.  Tully M.  Friedman and
Christopher  A. Masto are,  respectively,  Senior  Managing  Member and Managing
Member of Friedman  Fleischer & Lowe GP, LLC, and may be deemed to  beneficially
own the shares of Common Stock owned by the Friedman Fleischer & Lowe Funds. The
reporting persons disclaim  beneficial  ownership of any shares in which they do
not have a pecuniary interest.

Holder                        Shares of Common           Shares of Common Stock
                             Stock Distributed,        Directly Owned Following
                                  3/14/05                    Distribution
- --------------------------------------------------------------------------------
Friedman Fleischer & Lowe    3,928,925                12,600,460
Capital Partners, LP


FFL Executive Partners, LP   71,075                   227,943