SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Hytinen Barry

(Last) (First) (Middle)
C/O TEMPUR SEALY INTERNATIONAL, INC.
1000 TEMPUR WAY

(Street)
LEXINGTON KY 40511

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/09/2014
3. Issuer Name and Ticker or Trading Symbol
TEMPUR SEALY INTERNATIONAL, INC. [ TPX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP Corp Development & Finance
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock 13,415 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) (1) 02/21/2021 Common Stock 1,570 46.68 D
Stock Options (Right to Buy) (2) 02/08/2022 Common Stock 1,172 71.5 D
Stock Options (Right to Buy) 11/19/2013 11/18/2022 Common Stock 4,500 24.89 D
Stock Options (Right to Buy) (3) 02/21/2023 Common Stock 6,003 37.05 D
Stock Options (Right to Buy) (4) 02/27/2024 Common Stock 1,859 51.87 D
Explanation of Responses:
1. These options vested in three annual installments beginning on February 22, 2012 and ending on February 22, 2014.
2. These options vest in three annual installments beginning on February 9, 2013 and ending on February 9, 2015.
3. These options vest in two annual installments beginning on February 22, 2014 and ending on February 22, 2015.
4. These options vest in three annual installments beginning on February 28, 2015 and ending on February 28, 2017.
Remarks:
Bhaskar Rao, Attorney-in-fact 07/21/2014
** 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 5 (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.
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TEMPUR SEALY INTERNATIONAL, INC.

POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and

appoints Dale E. Williams, Lou Hedrick Jones, Bhaskar Rao, and

Nanci Oliver Sloan, each individually, as the undersigneds true and

lawful attorneys in fact to



1 execute for and on behalf of the undersigned, in the undersigned,s

capacity as an officer and or director of Tempur Sealy International, Inc.

,,the Company,, Forms 3, 4, and 5 in accordance with Section 16,a, of the

Securities Exchange Act of 1934 and the rules thereunder,



2 do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such Form

3, 4, or 5, complete and execute any amendment or amendments thereto,

and timely file such form with the United States Securities and Exchange

Commission and any stock exchange or similar authority, and



3 take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of any such attorney in fact, may be of

benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by any such

attorney in fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and conditions

as such attorney in fact may approve in such attorney in fact,s discretion.



The undersigned hereby grants to each such attorney in fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and

powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorneys in fact,

or such attorneys in fact,s substitute or substitutes, shall lawfully do or

cause to be done by virtue of this power of attorney and the rights and

powers herein granted. The undersigned acknowledges that each of the

foregoing attorneys in fact, in serving in such capacity at the request of

the undersigned, are not assuming, nor is the Company assuming, any of the

undersigned,s responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.



By this Power of Attorney, the undersigned hereby revokes all prior Powers

of Attorney authorizing any person to sign any documents in the name of the

undersigned related to Section 16 and the Company.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect

to the undersigned,s holdings of and transactions in securities issued by

the Company, unless earlier revoked by the undersigned in a signed writing

delivered to each of the foregoing attorneys in fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 11th day of July, 2014.




Signature Barry Hytinen

Print Name Barry Hytinen