SCOTT L. THOMPSON - 17 Feb 2023 Form 4 Insider Report for TEMPUR SEALY INTERNATIONAL, INC. (TPX)

Role: CEO & PRESIDENT, Director
Signature: /s/ Bhaskar Rao, Attorney-in-Fact
Issuer symbol: TPX
Transactions as of: 17 Feb 2023
Transactions value $: -$369,270
Form type: 4
Filing time: 22 Feb 2023, 15:05:05 UTC
Previous filing: 06 Jan 2023
Next filing: 31 Aug 2023
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	+35,514	+1.3%	$0	2,694,830	17 Feb 2023	Direct	F1
transaction	TPX	Common Stock	Tax liability	-$369,269	-8,648	-0.32%	$42.7	2,686,182	17 Feb 2023	Direct

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	+71,023		$0	71,023	17 Feb 2023	Common Stock	71,023	$0	Direct	F2
transaction	TPX	Performance Restricted Stock Units	Options Exercise	$0	-35,514	-50%	$0	35,509	17 Feb 2023	Common Stock	35,514	$0	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Performance restricted stock units convert into common stock on a one-for-one basis.
F2	On January 4, 2022, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 17, 2023 resulting in the reported number of performance shares received. Approximately one-half of the PRSUs vested on February 17, 2023 and the balance will vest on January 4, 2024.

Content

Performance restricted stock units convert into common stock on a one-for-one basis.

On January 4, 2022, the reporting person was granted a target number of performance shares, with the payout from 0 to 300% of target based on the Company's adjusted EBITDA, Relative TSR Percentile and qualitative ESG performance. The Compensation Committee of the Board of Directors determined the payout for each metric on February 17, 2023 resulting in the reported number of performance shares received. Approximately one-half of the PRSUs vested on February 17, 2023 and the balance will vest on January 4, 2024.