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* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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