FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Nabi Usman
2. Issuer Name and Ticker or Trading Symbol

TEMPUR SEALY INTERNATIONAL, INC. [ TPX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

888 SEVENTH AVENUE, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2016
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/8/2016     P    101400   A $52.62   (1) 3743900   I   By H Partners, LP   (2)
Common Stock   2/8/2016     P    5300   A $53.52   (3) 3749200   I   By H Partners, LP   (2)
Common Stock   2/9/2016     P    100660   A $52.41   (4) 3849860   I   By H Partners, LP   (2)
Common Stock   2/9/2016     P    101940   A $53.48   (5) 3951800   I   By H Partners, LP   (2)
Common Stock   2/10/2016     P    101300   A $54.53   (6) 4053100   I   By H Partners, LP   (2)
Common Stock   2/8/2016     P    208091   A $51.75   (7) 1575791   I   By H Offshore Fund, Ltd.   (8)
Common Stock   2/8/2016     P    48109   A $52.62   (1) 1623900   I   By H Offshore Fund, Ltd.   (8)
Common Stock   2/8/2016     P    2300   A $53.52   (3) 1626200   I   By H Offshore Fund, Ltd.   (8)
Common Stock   2/9/2016     P    43700   A $52.41   (4) 1669900   I   By H Offshore Fund, Ltd.   (8)
Common Stock   2/9/2016     P    44200   A $53.48   (5) 1714100   I   By H Offshore Fund, Ltd.   (8)
Common Stock   2/10/2016     P    44000   A $54.53   (6) 1758100   I   By H Offshore Fund, Ltd.   (8)
Common Stock   2/8/2016     P    33300   A $52.62   (1) 1098100   I   By Managed Account   (9)
Common Stock   2/8/2016     P    1500   A $53.52   (3) 1099600   I   By Managed Account   (9)
Common Stock   2/9/2016     P    29600   A $52.41   (4) 1129200   I   By Managed Account   (9)
Common Stock   2/9/2016     P    29900   A $53.48   (5) 1159100   I   By Managed Account   (9)
Common Stock   2/10/2016     P    29700   A $54.53   (6) 1188800   I   By Managed Account   (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
( 1)  This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $52.34 to $53.33. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 2)  H Partners, LP ("H LP") directly owns the reported securities. H Partners Capital, LLC ("H Capital") is the general partner of H LP. H Partners Management, LLC ("H Management") is the investment manager of H LP, and Usman Nabi is a senior partner of H Management. As a result, H Capital, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held by H LP. Mr. Nabi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3)  This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $53.34 to $53.85. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 4)  This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $51.97 to $52.96. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 5)  This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $52.97 to $53.68. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 6)  This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $54.02 to $55.00. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 7)  This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $51.35 to $52.34. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
( 8)  H Offshore Fund, Ltd. ("H Offshore") directly owns the reported securities. H Management is the investment manager of H Offshore, and Mr. Nabi is a senior partner of H Management. As a result, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held by H Offshore. Mr. Nabi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 9)  Shares held in an account managed by H Management. H Management is the investment adviser of the managed account, and Mr. Nabi is a senior partner of H Management. As a result, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held in the managed account. Mr. Nabi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nabi Usman
888 SEVENTH AVENUE
29TH FLOOR
NEW YORK, NY 10019
X



Signatures
/s/ Usman Nabi 2/10/2016
** 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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