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*
Spenchian Jay G

(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)
12/01/2014
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, Chief Marketing Officer
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)
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
Explanation of Responses:
Remarks:
No securities are beneficially owned.
Bhaskar Rao, Attorney-in-fact 12/03/2014
** 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.
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.
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 18th day of November, 2014.




Signature Jay G. Spenchian

Print Name Jay G. Spenchian



County of Fayette

State of Kentucky



Subscribed and swarn to before me by Jay G. Spenchian on this

18th day of November, 2014.



Elise Bray

Notary Public



My Commission Expires  8 August 2016

Notary ID No.  472108