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* TA ASSOCIATES INC (Last) (First) (Middle) 125 HIGH STREET SUITE 2500 (Street) BOSTON MA 02110 (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 Officer (give title below) X Other (specify below) See General Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 03/14/2005
	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	03/14/2005		J(3)		7,000,000	D	(7)	26,802,851	I	See Footnotes 1 & 2(1)(2)
Common Stock	03/14/2005		J(4)		1,472,907	A	(7)	1,472,907	I	See Footnote 1(1)
Common Stock	03/14/2005		J(4)		1,357,022	D	(7)	115,885	I	See Footnotes 1 & 2(1)(2)
Common Stock	03/14/2005		J(5)		105,909	D	(7)	455,627	I	See Footnotes 1 & 2(1)(2)
Common Stock	03/14/2005		J(6)		14,552	D	(7)	14,552	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

Explanation of Responses:

1. The reporting person may be deemed to have an indirect pecuniary interest as the General Partner of TA Associates AP IV L.P., and TA Associates SPF L.P. and as the Manager of TA Associates IX LLC, TA Associates VIII LLC, TA Associates SDF LLC, and TA Investors LLC. The reporting person disclaims beneficial ownership of such shares because the reporting person 's indirect pecuniary interest is subject to indeterminable future events.

2. The reporting person is the indirect beneficial owner of the following shares of Common Stock: (i) 16,481,744 shares owned by TA IX L.P.; (ii) 4,082,749 shares owned by TA/Advent VIII L.P.; (iii) 4,120,445 shares owned by TA/Atlantic and Pacific IV L.P.; (iv) 427,543 shares owned by TA Strategic Partners Fund A L.P.;(v) 76,737 shares owned by TA Strategic Partners Fund B L.P.; (vi) 1,613,633 shares owned by TA Subordinated Debt Fund L.P.; (vii) 105,683 shares owned by TA Associates IX LLC; (viii) 2,188 shares owned by TA Associates VIII LLC (ix) 8,014 shares owned by TA Associates SDF LLC and (x) 455,627 shares owned by TA Investors LLC. TA Associates AP IV L.P. is the General Partner of TA/Atlantic and Pacific IV L.P. TA Associates SPF L.P. is the General Partner of TA Strategic Partners Fund A L.P. and TA Strategic Partners Fund B L.P. TA Associates IX LLC is the General Partner of TA IX L.P. TA Associates VIII LLC is the General Partner of TA/Advent VIII L.P.

3. TA IX L.P., TA/Advent VIII L.P., TA/Atlantic and Pacific IV L.P. and TA Subordinated Debt Fund L.P., members of a group that owns more than 10% of Tempur-Pedic International, Inc. in the aggregate, distributed 7,000,000,shares, in the aggregate, for no consideration to the partners of TA IX L.P., TA/Advent VIII L.P., TA/Atlantic and Pacific IV L.P. and TA Subordinated Fund L.P.

4. As the General Partner and a Limited Partner of TA IX L.P., TA Associates IX LLC received 1,142,590 shares in the distribution of which they distributed 1,036,907 shares for no consideration to the partners of TA Associates IX LLC. As the General Partner and a Limited Partner of TA/Advent VIII L.P., TA Associates VIII LLC received 232,917 shares in the distribution of which they distributed 230,729 shares for no consideration to the partners of TA Associates VIII LLC. As the General Partner and a Limited Partner of TA/Atlantic and Pacific IV L.P., TA Associates AP IV L.P. received 11,000 shares in the distribution of which they distributed 11,000 shares for no consideration to the partners of TA Associates AP IV L.P. As the General Partner and a Limited Partner of TA Subordinates Debt Fund L.P., TA Associates SDF LLC received 86,400 shares in the distribution of which they distributed 78,386 shares for no consideration to the partners of TA Associates SDF LLC.

5. TA Investors LLC, a member of a group which owns more than 10% of Tempur-Pedic International, Inc. in the aggregate, distributed 105,909 shares for no consideration to the partners of TA Investors LLC.

6. TA Associates, Inc. received 11,426 shares from TA Associates IX LLC, 2,152 shares from TA Associates VIII LLC, 110 shares from TA Associates AP IV L.P. and 864 shares from TA Associates SDF LLC.

7. Not Applicable

Remarks:

Member of a filing group which owns more than 10% in the aggregate.

	TA Associates, Inc.	03/16/2005
	By: Thomas P. Alber, Chief Financial Officer	03/16/2005
	** 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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