H. Clifford Buster III - 03 Jan 2024 Form 4 Insider Report for TEMPUR SEALY INTERNATIONAL, INC. (SGI)

Role: CEO, North America
Signature: /s/ Bhaskar Rao Attorney-in-Fact
Issuer symbol: SGI
Transactions as of: 03 Jan 2024
Net transactions value: -$1,822,930
Form type: 4
Filing time: 04 Jan 2024, 16:03:03 UTC
Previous filing: 14 Sep 2023
Next filing: 08 Jan 2024
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	+34%	$0.000000	284,734	03 Jan 2024	Direct	F1
transaction	TPX	Common Stock	Tax liability	$1,621,235	-33,559	-12%	$48.31	251,175	03 Jan 2024	Direct
transaction	TPX	Common Stock	Options Exercise	$0	+9,056	+3.6%	$0.000000	260,231	03 Jan 2024	Direct	F1
transaction	TPX	Common Stock	Tax liability	$201,694	-4,175	-1.6%	$48.31	256,056	03 Jan 2024	Direct
holding	TPX	Common Stock						201,729	03 Jan 2024	Buster Family Trust	F2

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	Options Exercise		-72,456	-100%		0	03 Jan 2024	Common Stock	72,456	$0.000000	Direct	F1, F3
transaction	TPX	Restricted Stock Units	Options Exercise		-9,056	-100%		0	03 Jan 2024	Common Stock	9,056	$0.000000	Direct	F1, 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	These shares of TPX common stock are held by a family trust of which the reporting person is trustee. The reporting person's spouse is the sole beneficiary of the trust.
F3	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 vested 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.
F4	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.