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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Tempur Pedic International
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88023U101
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 88023U101
1. Names of Reporting Person
Chieftain Capital Management, Inc.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
New York, NY
5. Sole Voting Power: 4,117,008
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 5,183,058
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,183,058
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.13%
12. Type of Reporting Person
IA
Item 1. (a) Name of Issuer: Tempur Pedic International
(b) Address of Issuer's Principal Executive Offices:
1713 Jaggie Fox Way
Lexington, Kentucky 40511
Item 2. (a) Name of Person Filing:
Chieftain Capital Management, Inc.
(b) Address of Principal Business Offices:
510 Madison Avenue
New York, NY 10022
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 88023U101
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each
Reporting Person
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 14, 2012
Chieftain Capital Management, Inc.
By: /s/ Ralph J. Stuto
--------------------------
Name: Ralph J. Stuto
Title: Chief Compliance Officer