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*
Vollet Scott

(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)
01/01/2018
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, Global Operations
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 13,908 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) 02/22/2020 Common Stock 1,153 28.39 D
Stock Options (right to buy) (2) 02/21/2021 Common Stock 1,109 46.68 D
Stock Options (right to buy) (3) 02/08/2022 Common Stock 899 71.5 D
Stock Options (right to buy) (4) 02/22/2023 Common Stock 3,647 37.05 D
Stock Options (right to buy) (5) 02/28/2024 Common Stock 1,611 51.87 D
Stock Options (right to buy) (6) 02/26/2025 Common Stock 3,573 57.51 D
Performance Restricted Stock Units (7) (7) Common Stock 2,171 0.0 D
Performance Restricted Stock Units (8) (8) Common Stock 4,482 0.0 D
Stock Options (right to buy) (9) 01/04/2027 Common Stock 24,248 69.5 D
Restricted Stock Units (10) (10) Common Stock 2,365 0.0 D
Stock Options (right to buy) (11) 01/04/2028 Common Stock 18,812 62.45 D
Restricted Stock Units (12) (12) Common Stock 15,612 0.0 D
Explanation of Responses:
1. These options became exercisable in three annual installments. The first installment became exercisable on February 22, 2011, and the next two installments became exercisable on February 22, 2012 and February 22, 2013.
2. These options became exercisable in three annual installments. The first installment became exercisable on February 22, 2012, and the next two installments became exercisable on February 22, 2013 and February 22, 2014.
3. These options became exercisable in three annual installments. The first installment became exercisable on February 9, 2013, and the next two installments became exercisable on February 9, 2014 and February 9, 2015.
4. These options became exercisable in two annual installments. The first installment became exercisable on February 22, 2014, and the second installment became exercisable on February 22, 2015.
5. These options became exercisable in three annual installments. The first installment became exercisable on February 28, 2015, and the next two installments became exercisable on February 28, 2016 and February 28, 2017.
6. Two installments of these options became exercisable in annual installments on February 27, 2016 and February 27, 2017. The third installment will become exercisable on February 27, 2018.
7. Matching Performance Restricted Stock Units ("MPRSUs") were granted to the Reporting Person on March 18, 2016 (the "Grant Date"). 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. On February 24, 2017, the Compensation Committee of the TPX Board of Directors 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 annual installments, with 543 units vesting on the first four anniversaries of the Grant Date and 542 units vesting on the fifth anniversary of the Grant Date. Following achievement of the performance threshold, on the first vesting date the first tranche of MPRSUs vested and was released.
8. Matching Performance Restricted Stock Units ("MPRSUs") were granted to the Reporting Person on May 6, 2016 (the "Grant Date"). 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. On February 24, 2017, the Compensation Committee of the TPX Board of Directors 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 annual installments, with 1,121 units vesting on the first three anniversaries of the Grant Date and 1,120 units vesting on the fourth and fifth anniversaries of the Grant Date. Following achievement of the performance threshold, on the first vesting date the first tranche of MPRSUs vested and was released.
9. These options will become exercisable in four annual installments. The first installment will become exercisable on January 5, 2018, and the next three installments will become exercisable on January 5, 2019, January 5, 2020 and January 5, 2021.
10. Restricted stock units ("RSUs") were granted to the Reporting Person on February 11, 2016. Pursuant to the award agreement, one installment of 789 RSUs vested and was distributed to the Reporting Person on February 11, 2017. The second installment of 789 RSUs will vest on February 11, 2018 and the third and fourth installments of 788 RSUs each will vest on February 11, 2019 and February 11, 2020, respectively.
11. These options vest in four equal annual installments on the first four anniversaries of the grant date, beginning on January 5, 2019.
12. Restricted Stock Units ("RSUs") were granted to the Reporting Person on January 5, 2018. Pursuant to the award agreement, the RSUs will vest in four annual installments beginning January 5, 2019.
Remarks:
Ex. 24 Power of Attorney
/s/ William H. Dorton, Attorney-in-Fact 01/09/2018
** 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 Bhaskar Rao, Joseph M. Kamer and William H. Dorton, each individually, as the undersigned's true and lawful attorneys-in-fact to:
 
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) prepare, execute for and on behalf of the undersigned, in the undersigned's capacity as an officer 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, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company;
  
(3) 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, or other form or report, complete and execute any amendment or amendments thereto, and timely file such form, report or amendment with the SEC and any stock exchange or similar authority; and
  
(4) 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 14th day of December, 2017.
  
           
Signature:      /s/ Scott Vollet     
           
Print Name:      Scott Vollet