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* Rao Bhaskar (Last) (First) (Middle) C/O TEMPUR-PEDIC INTERNATIONAL INC. 1713 JAGGIE FOX WAY (Street) LEXINGTON KY 40511 (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 10% Owner X Officer (give title below) Other (specify below) CAO & VP of Strategic Planning
	3. Date of Earliest Transaction (Month/Day/Year) 07/26/2007
	4. 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 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	07/26/2007		M		5,202	A	$19.22	5,202	D
Common Stock	07/26/2007		M		10,937	A	$10.66	16,139	D
Common Stock	07/26/2007		M		8,750	A	$12.37	24,889	D
Common Stock	07/26/2007		S		300	D	$31.3	24,589	D
Common Stock	07/26/2007		S		12,900	D	$31.31	11,689	D
Common Stock	07/26/2007		S		100	D	$31.32	11,589	D
Common Stock	07/26/2007		S		100	D	$31.33	11,489	D
Common Stock	07/26/2007		S		2,000	D	$31.35	9,489	D
Common Stock	07/26/2007		S		1,200	D	$31.36	8,289	D
Common Stock	07/26/2007		S		500	D	$31.37	7,789	D
Common Stock	07/26/2007		S		400	D	$31.38	7,389	D
Common Stock	07/26/2007		S		500	D	$31.4	6,889	D
Common Stock	07/26/2007		S		1,100	D	$31.41	5,789	D
Common Stock	07/26/2007		S		600	D	$31.42	5,189	D
Common Stock	07/26/2007		S		200	D	$31.44	4,989	D
Common Stock	07/26/2007		S		700	D	$31.45	4,289	D
Common Stock	07/26/2007		S		1,400	D	$31.46	2,889	D
Common Stock	07/26/2007		S		400	D	$31.47	2,489	D
Common Stock	07/26/2007		S		400	D	$31.49	2,089	D
Common Stock	07/26/2007		S		1,800	D	$31.5	289	D
Common Stock	07/26/2007		S		289	D	$31.51	0	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
Stock option (option to buy)	$19.22	07/26/2007		M			5,202	(1)	05/02/2015	Common Stock	5,202	$0	19,798	D
Stock option (option to buy)	$10.66	07/26/2007		M			10,937	(2)	10/25/2015	Common Stock	10,937	$0	14,063	D
Stock option (option to buy)	$12.37	07/26/2007		M			8,750	(3)	12/14/2015	Common Stock	8,750	$0	26,250	D

Explanation of Responses:

1. These options became fully vested and exercisable on December 15, 2005, pursuant to a stock sale restriction agreement, dated December 15, 2005 between the reporting person and the issuer. Under the agreement, the shares are subject to certain transfer restrictions, such restrictions to be removed in a series of installments. The first installment, which consisted of 25% of the original aggregate number of options granted, became transferable on May 2, 2006. The remaining shares become transferable in a series of twelve successive equal quarterly installments.

2. These options vest and become exercisable in a series of installments. The first installment, which consisted of 25% of the original aggregate number of options granted, vested on October 25, 2006. The remaining options vest and become exercisable in a series of twelve successive equal quarterly installments.

3. These options vest and become exercisable in a series of installments. The first installment, which consisted of 25% of the original aggregate number of options granted, vested on December 15, 2006. The remaining options vest and become exercisable in a series of three equal annual installments. The next of these installments will vest and become exercisable on December 15, 2007.

	/s/ William H. Poche, attorney-in-fact	07/27/2007
	** 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).
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