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*
Jones Lou H

(Last) (First) (Middle)
C/O TEMPUR-PEDIC INTERNATIONAL INC.
1713 JAGGIE FOX WAY

(Street)
LEXINGTON KY 40511

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2009
3. Issuer Name and Ticker or Trading Symbol
TEMPUR PEDIC 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, General Counsel
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)
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
Explanation of Responses:
Remarks:
The reporting person commenced employment with the issuer on June 15, 2009. Exhibit 24.1 Power of Attorney
No securities are beneficially owned.
/s/ Lou H. Jones 06/15/2009
** 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.
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                                                                    Exhibit 24.1
                         Tempur-Pedic International Inc.

                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Mark A. Sarvary,  Dale E. Williams,  and Bhaskar Rao, each individually,  as the
undersigned's true and lawful attorneys-in-fact to:

        (1) execute for and on behalf of the undersigned,  in the  undersigned's
        capacity as an officer  and/or  director of  Tempur-Pedic  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;

        (2) 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,  complete  and  execute  any  amendment  or  amendments
        thereto, and timely file such form with the United States Securities and
        Exchange Commission and any stock exchange or similar authority; and

        (3) 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 15th day of June, 2009.

                             Signature: /s/ Lou Hedrick Jones
                                        ---------------------------------------

                            Print Name: Lou Hedrick Jones
                                        ---------------------------------------