H. CLIFFORD BUSTER III - 04 Feb 2021 Form 4 Insider Report for TEMPUR SEALY INTERNATIONAL, INC. (TPX)

Role: CEO, North America
Signature: /s/ Bhaskar Rao, Attorney-in-Fact
Issuer symbol: TPX
Transactions as of: 04 Feb 2021
Net transactions value: -$1,826,884
Form type: 4
Filing time: 05 Jan 2022, 15:22:01 UTC
Previous filing: 16 Sep 2021
Next filing: 12 Jul 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TPX	Common Stock	Options Exercise	$0	+72,456	+45%	$0.000000	233,471	03 Jan 2022	Direct	F1
transaction	TPX	Common Stock	Tax liability	$1,624,624	-34,282	-15%	$47.39	199,189	03 Jan 2022	Direct
transaction	TPX	Common Stock	Options Exercise	$0	+9,060	+4.5%	$0.000000	208,249	03 Jan 2022	Direct	F1
transaction	TPX	Common Stock	Tax liability	$202,261	-4,268	-2%	$47.39	203,981	03 Jan 2022	Direct
holding	TPX	Common Stock						156,831	04 Feb 2021	Buster Family Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TPX	Performance Restricted Stock Units	Award	$0	+217,392		$0.000000	217,392	04 Feb 2021	Common Stock	217,392	$0.000000	Direct	F2
transaction	TPX	Performance Restricted Stock Units	Options Exercise	$0	-72,456	-33%	$0.000000	144,936	03 Jan 2022	Common Stock	72,456	$0.000000	Direct	F1, F2
transaction	TPX	Restricted Stock Units	Options Exercise	$0	-9,060	-33%	$0.000000	18,112	03 Jan 2022	Common Stock	9,060	$0.000000	Direct	F1, F3
transaction	TPX	Restricted Stock Units	Options Exercise	$0	-33,760	-50%	$0.000000	33,760	04 Jan 2022	Common Stock	33,760	$0.000000	Direct	F4
transaction	TPX	Restricted Stock Units	Options Exercise	$0	-33,760	-100%	$0.000000^*	0	04 Jan 2022	Common Stock	33,760	$0.000000	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Performance restricted stock units and restricted stock units convert into common stock on a one-for-one basis.
F2	On February 4, 2021, the Compensation Committee of the Board of Directors determined that the maximum performance condition for the performance restricted stock units (PRSUs) granted on January 3, 2020 was achieved. The PRSUs vest in approximately three equal installments on January 3, 2022, 2023 and 2024 and have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020.
F3	The restricted stock units ("RSUs") were previously reported as a grant of 9,058 RSUs vesting in four annual installments on January 3, 2021, 2022, 2023 and 2024. The RSUs have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020.
F4	The restricted stock units ("RSUs") were previously reported as a grant of 33,760 RSUs vesting in four annual installments on January 4, 2020, 2021, 2022 and 2023. The RSUs have been adjusted to reflect the 4-for-1 stock split, which occurred on November 24, 2020.