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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 		 
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OMB Number: 3235-0287
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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)
04/25/2005
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 04/25/2005 J(1) 6,875,620 D (3) 5,724,840 D(4)
Common Stock 04/25/2005 J(2) 124,380 D (3) 103,563 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)
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 6,875,620 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 2,122,186 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 124,380 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 18,940 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) Mr. Masto is Managing Member of Friedman Fleischer & Lowe GP, LLC, General Partner of Friedman Fleischer & Lowe Capital Partners, LP.
/s/ Christopher A. Masto (see general remarks (1)) 04/27/2005
** 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.
rrd65387_73644.html 
                                                                    Exhibit 99.1

                             JOINT FILER INFORMATION

     This statement on Form 4 is filed by Friedman Fleischer & Lowe Capital
Partners, LP and FFL Executive Partners, LP.

   Name:                     FFL Executive Partners, LP

   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:  April 25, 2005


   FFL EXECUTIVE PARTNERS, LP


   By: /s/ Christopher A. Masto
       --------------------------------------
   Name: Christopher A. Masto
   Title: Managing Member
          Friedman Fleischer & Lowe GP, LLC
rrd65387_73645.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. The
   reporting persons disclaim beneficial ownership of any shares in which they
   do not have a pecuniary interest.

                              Shares of Common          Shares of Common Stock
                             Stock Distributed,        Directly Owned Following
  Holder                           4/25/05                   Distribution
- --------------------------------------------------------------------------------
Friedman Fleischer & Lowe         6,875,620                   5,724,840
Capital Partners, LP

FFL Executive Partners, LP          124,380                     103,563