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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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*
MASTO CHRISTOPHER A

(Last) (First) (Middle)
C/O FRIEDMAN FLEISCHER & LOWE
ONE MARITIME PLAZA, 22ND 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2008
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 03/20/2008 P 4 A $11.952 117,657 I See Footnote(1)
Common Stock 03/20/2008 P 28 A $11.955 117,685 I See Footnote(1)
Common Stock 03/20/2008 P 195 A $11.96 117,880 I See Footnote(1)
Common Stock 03/20/2008 P 400 A $11.97 118,280 I See Footnote(1)
Common Stock 03/20/2008 P 358 A $11.98 118,638 I See Footnote(1)
Common Stock 03/20/2008 P 18 A $11.982 118,656 I See Footnote(1)
Common Stock 03/20/2008 P 18 A $11.985 118,674 I See Footnote(1)
Common Stock 03/20/2008 P 930 A $11.99 119,604 I See Footnote(1)
Common Stock 03/20/2008 P 14 A $11.995 119,618 I See Footnote(1)
Common Stock 03/20/2008 P 4 A $11.9975 119,622 I See Footnote(1)
Common Stock 03/20/2008 P 4 A $11.998 119,626 I See Footnote(1)
Common Stock 03/20/2008 P 15,929 A $12 135,555 I See Footnote(1)
Common Stock 03/20/2008 P 14 A $12.025 135,569 I See Footnote(1)
Common Stock 03/20/2008 P 81 A $12.03 135,650 I See Footnote(1)
Common Stock 03/20/2008 P 7 A $12.035 135,657 I See Footnote(1)
Common Stock 03/20/2008 P 2,487 A $12.0375 138,144 I See Footnote(1)
Common Stock 03/20/2008 P 290 A $12.04 138,434 I See Footnote(1)
Common Stock 03/20/2008 P 255 A $12.045 138,689 I See Footnote(1)
Common Stock 03/20/2008 P 7 A $12.047 138,696 I See Footnote(1)
Common Stock 03/20/2008 P 1,952 A $12.05 140,648 I See Footnote(1)
Common Stock 03/20/2008 P 4 A $12.082 140,652 I See Footnote(1)
Common Stock 03/20/2008 P 11 A $12.09 140,663 I See Footnote(1)
Common Stock 03/20/2008 P 64 A $12.1 140,727 I See Footnote(1)
Common Stock 03/20/2008 P 35 A $12.13 140,762 I See Footnote(1)
Common Stock 03/20/2008 P 4 A $12.135 140,766 I See Footnote(1)
Common Stock 03/20/2008 P 50 A $12.14 140,816 I See Footnote(1)
Common Stock 03/20/2008 P 634 A $12.15 141,450 I See Footnote(1)
Common Stock 03/20/2008 P 35 A $12.16 141,450 I See Footnote(1)
Common Stock 03/20/2008 P 347 A $12.17 141,832 I See Footnote(1)
Common Stock 03/20/2008 P 4 A $12.195 141,836 I See Footnote(1)
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
Explanation of Responses:
1. The shares are held by FFL Parallel Fund II, LP. FFL Parallel Fund II, LP is controlled by Friedman Fleischer & Lowe GP II, LP, its general partner, which is controlled by Friedman Fleischer & Lowe GP II, LLC, its general partner. The reporting person is Managing Member of Friedman Fleischer & Lowe GP II, LLC, and may be deemed to beneficially own the shares of Common Stock owned by FFL Parallel Fund II, LP. The reporting person disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
/s/ Christopher A. Masto 03/21/2008
** 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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