Amended Statement of Beneficial Ownership (sc 13d/a)
June 28 2017 - 05:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 9)
1
Tempur Sealy International, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
88023U101
(CUSIP Number)
H Partners
Management, LLC
888 Seventh Ave.
29th Floor
New York, NY 10019
Attn: Rehan Jaffer
(212) 265-4200
STEVE WOLOSKY, ESQ.
ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 26, 2017
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
The information required
on 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
).
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1
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NAME OF REPORTING PERSON
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H Partners Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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8,500,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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8,500,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,500,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING PERSON
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CO, IA
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1
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NAME OF REPORTING PERSON
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H Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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5,321,100
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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5,321,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,321,100
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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H Partners Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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5,321,100
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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5,321,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,321,100
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Rehan Jaffer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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8,500,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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8,500,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,500,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by H
Partners LP and the Offshore Fund and the Shares held in the H Partners Account were purchased with working capital (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The
aggregate purchase price of the 5,321,100 Shares beneficially owned by H Partners LP is approximately $220,281,760, excluding brokerage
commissions. The aggregate purchase price of the 1,990,100 Shares beneficially owned by the Offshore Fund is approximately $91,045,526,
excluding brokerage commissions. The aggregate purchase price of the 1,188,800 Shares held in the H Partners Account is approximately
$51,602,854, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
On June 26, 2017,
H Partners Management and certain of its affiliates (collectively, “H Partners”), the Issuer and Usman Nabi, a director
of the Issuer and Senior Partner at H Partners, entered into a Non-Disclosure and Standstill Agreement (the “Agreement”).
The following description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is
attached as Exhibit 99.1 hereto.
Pursuant to the Agreement,
Mr. Nabi is permitted to disclose Confidential Information (as defined in the Agreement) to (i) his legal counsel for the purpose
of advising Mr. Nabi on his rights and duties as a director of the Issuer and (ii) H Partners and its representatives and employees
for the purpose of assisting Mr. Nabi in the performance of his duties as a director of the Issuer and to facilitate discussions
between H Partners and the Issuer about the Issuer’s financial statements, communications with other stockholders, and strategic
and investment opportunities, subject to the terms and conditions set forth in the Agreement. Each of the Issuer and Mr. Nabi may
terminate Mr. Nabi’s right to share Confidential Information at any time by providing written notice to the other party.
Under the Agreement, Mr. Nabi, H Partners and any of its representatives and employees who receive Confidential Information agreed
to comply with all applicable securities laws and the Issuer’s Policy on Insider Trading and Confidentiality.
Under the terms of
the Agreement, H Partners also agreed to certain limited standstill provisions, which generally prohibit H Partners from taking
specified actions with respect to the Issuer and its securities, including, among others: (i) acquiring beneficial ownership of
twenty percent (20%) or more of the Issuer’s then outstanding Shares; or (ii) seeking or in any way assisting or facilitating
any other person in seeking, among other things, to acquire control of the Issuer or to engage in certain other extraordinary transactions
with respect to the Issuer or any of its subsidiaries or any material portion of its or their businesses, all as more fully described
in the Agreement. The standstill provisions are effective as of the date of the Agreement and continue until six months after the
Information Termination Date (as defined in the Agreement).
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,897,463 Shares outstanding as of May 4, 2017, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2017.
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(a)
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As of the close of business on June 28, 2017, H Partners Management, as the investment manager,
may be deemed the beneficial owner of 8,500,000 Shares, which consists of the Shares held in the H Partners Account and the Shares
owned by the Funds.
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Percentage: Approximately 15.8%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,500,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,500,000
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(c)
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H Partners Management has not entered into any transactions in the Shares since the filing of Amendment
No. 8 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 8 to the Schedule 13D
are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on June 28, 2017, H Partners LP beneficially owned 5,321,100 Shares.
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Percentage: Approximately 9.9%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,321,100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,321,100
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(c)
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The transactions in the Shares by H Partners LP since the filing of Amendment No. 8 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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H Partners Capital, as the general partner of H Partners LP, may be deemed the beneficial owner
of the 5,321,100 Shares owned by H Partners LP.
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Percentage: Approximately 9.9%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,321,100
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,321,100
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(c)
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H Partners Capital has not entered into any transactions in the Shares since the filing of Amendment
No. 8 to the Schedule 13D. The transactions in the Shares by H Partners LP since the filing of Amendment No. 8 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Rehan Jaffer, as the managing member of H Partners Management and H Partners Capital, may be deemed
the beneficial owner of 8,500,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the
Funds.
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Percentage: Approximately 15.8%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,500,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,500,000
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(c)
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Rehan Jaffer has not entered into any transactions in the Shares since the filing of Amendment
No. 8 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 8 to the Schedule 13D
are set forth in Schedule A and are incorporated herein by reference.
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Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. Other
than H Partners LP, none of the other individual Funds beneficially own a number of Shares representing more than 5% of the outstanding
Shares of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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Item 6 is hereby amended
to add the following:
On June 26, 2017,
H Partners and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
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Item 7.
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Material to be Filed as Exhibits
.
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Item 7 is hereby amended to add the following
exhibit:
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99.1
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Non-Disclosure and Standstill Agreement, dated as of June 26, 2017, among Tempur Sealy International, Inc., Usman Nabi, H Partners
Management, LLC and the other parties named therein.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 28, 2017
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H Partners Management, LLC
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By:
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/s/ Rehan Jaffer
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Name:
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Rehan Jaffer
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Title:
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Managing Member
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H Partners, LP
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By:
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H Partners Capital, LLC, its General Partner
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By:
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/s/ Rehan Jaffer
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Name:
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Rehan Jaffer
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Title:
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Managing Member
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H Partners Capital, LLC
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By:
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/s/ Rehan Jaffer
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Name:
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Rehan Jaffer
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Title:
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Managing Member
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/s/ Rehan Jaffer
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Rehan Jaffer
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SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 8 to the Schedule 13D
Nature of the Transaction
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Amount of Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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H PARTNERS, LP
Purchase of Common Stock
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110,000
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45.9965
*
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05/18/2017
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Purchase of Common Stock
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68,000
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47.3656
*
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06/05/2017
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H OFFFSHORE FUND, LTD.
Purchase of Common Stock
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40,000
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45.9965
*
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05/18/2017
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Purchase of Common Stock
|
32,000
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47.3656
*
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06/05/2017
|
_______________________
* The price reported is a
weighted average price. These Shares were purchased in multiple transactions at prices ranging from $45.97 to $46.08 and $46.43
to $47.75, respectively, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of
the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares
purchased at each separate price within the ranges set forth herein.
Tempur Sealy (NYSE:TPX)
Historical Stock Chart
From Feb 2024 to Mar 2024
Tempur Sealy (NYSE:TPX)
Historical Stock Chart
From Mar 2023 to Mar 2024