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* THOMPSON SCOTT L (Last) (First) (Middle) C/O TEMPUR SEALY INTERNATIONAL, INC. 1000 TEMPUR WAY (Street) LEXINGTON KY 40511 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TEMPUR SEALY INTERNATIONAL, INC. [ TPX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO & PRESIDENT
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/28/2017	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	02/24/2017		A		23,229(1)	A	$0	182,622	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
Restricted Stock Units	$0.0(2)	02/24/2017		A		35,000		(2)	(2)	Common Stock	35,000	(2)	35,000	D
Restricted Stock Units	$0.0(3)	02/24/2017		A		16,370		(3)	(3)	Common Stock	16,370	(3)	16,370	D

Explanation of Responses:

1. The line item in Table I has been included in this amendment solely to amend footnote (1) to the original filing. The original Form 4 filed on February 28, 2017 is amended by this Form 4 amendment to replace "October 7, 2015" with "September 4, 2015" in footnote (1) as the Grant Date of the award. The original line item in Table I and the remainder of footnote (1) included in the original filing are identical.

2. The original Form 4 filed on February 28, 2017 is amended by this Form 4 amendment to include Matching Performance Restricted Stock Units ("MPRSUs") that were granted to the Reporting Person on March 18, 2016 (the "Grant Date") subject to a performance metric for the year 2016 being met. Each MPRSU represents a contingent right to receive one share of TPX Common Stock for each share purchased by the Reporting Person on or about the Grant Date pursuant to the award agreement. On February 24, 2017, the Company's Compensation Committee determined that the performance threshold had been satisfied, and the award agreement became subject only to time vesting restrictions. Pursuant to the award agreement, the MPRSUs vest in five equal annual installments, with 7,000 units vesting on each anniversary of the Grant Date.

3. The original Form 4 filed on February 28, 2017 is amended by this Form 4 amendment to include Matching Performance Restricted Stock Units ("MPRSUs") that were granted to the Reporting Person on May 6, 2016 (the "Grant Date") subject to a performance metric for the year 2016 being met. Each MPRSU represents a contingent right to receive one share of TPX Common Stock for each share purchased by the Reporting Person on or about the Grant Date pursuant to the award agreement. On February 24, 2017, the Company's Compensation Committee determined that the performance threshold had been satisfied, and the award agreement became subject only to time vesting restrictions. Pursuant to the award agreement, the MPRSUs vest in five equal annual installments, with 3,274 units vesting on each anniversary of the Grant Date.

Remarks:

	/s/ Bhaskar Rao, Attorney-in-Fact	09/11/2017
	** Signature of Reporting Person	Date
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