Statement of Changes in Beneficial Ownership (4)
10 November 2022 - 10:04PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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BUSTER H CLIFFORD III |
2. Issuer Name and Ticker or Trading Symbol
TEMPUR SEALY INTERNATIONAL, INC.
[
TPX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO, North America |
(Last)
(First)
(Middle)
C/O TEMPUR SEALY INTERNATIONAL, INC., 1000 TEMPUR WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2022 |
(Street)
LEXINGTON, KY 40511
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/9/2022 | | M | | 15040 | A | $0 (1) | 187788 | D | |
Common Stock | 11/9/2022 | | F | | 7084 | D | $29.56 | 180704 | D | |
Common Stock | | | | | | | | 220429 | I | Buster Family Trust (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Performance Restricted Stock Units | $0.0 (1) | 11/9/2022 | | M | | | 15040 | (3) | (3) | Common Stock | 15040.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of Tempur Sealy International, Inc. common stock. |
(2) | These shares of TPX common stock are held by a family trust of which the reporting person is trustee. The reporting person and his spouse are the sole beneficiaries of the trust. |
(3) | The matching performance restricted stock units ("MPRSUs") were previously reported as a grant of 18,800 MPRSUs, subject to a performance condition that was deemed satisfied on March 5, 2019. The MPRSUs vested in five annual installments beginning on March 5, 2019 and continuing on November 9, 2019, 2020, 2021 and 2022. The MPRSUs have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BUSTER H CLIFFORD III C/O TEMPUR SEALY INTERNATIONAL, INC. 1000 TEMPUR WAY LEXINGTON, KY 40511 |
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| CEO, North America |
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Signatures
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/s/ Bhaskar Rao, Attorney-in-Fact | | 11/10/2022 |
**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. |
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 control number. |
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