Schedule 13D/A

Filed by: H PARTNERS MANAGEMENT, LLC
Total Shares: 9,000,000
Subject Company: Tempur Sealy International Inc - View Complete Ownership History Backtest
Filed as of Date: 08/04/2021
Event Date: 08/02/2021
Overall % Ownership: 4.6
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
1.0392 3.5193 12.8677 -4.7337 17.3694 35 -12.2516 123

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
H Partners Management, LLC 0 9,000,000 0 9,000,000 9,000,000 4.6%
H Partners, LP 0 5,791,600 0 5,791,600 5,791,600 2.9%
H Partners Capital, LLC 0 5,791,600 0 5,791,600 5,791,600 2.9%
Rehan Jaffer 0 9,000,000 0 9,000,000 9,000,000 4.6%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-21-236389.txt : 20210804
0001193125-21-236389.hdr.sgml : 20210804
20210804170104
ACCESSION NUMBER:		0001193125-21-236389
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20210804
DATE AS OF CHANGE:		20210804
GROUP MEMBERS:		H PARTNERS CAPITAL, LLC
GROUP MEMBERS:		H PARTNERS, LP
GROUP MEMBERS:		REHAN JAFFER

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEMPUR SEALY INTERNATIONAL, INC.
		CENTRAL INDEX KEY:			0001206264
		STANDARD INDUSTRIAL CLASSIFICATION:	HOUSEHOLD FURNITURE [2510]
		IRS NUMBER:				331022198
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-79618
		FILM NUMBER:		211144977

	BUSINESS ADDRESS:	
		STREET 1:		1000 TEMPUR WAY
		CITY:			LEXINGTON
		STATE:			KY
		ZIP:			40511
		BUSINESS PHONE:		800-878-8889

	MAIL ADDRESS:	
		STREET 1:		1000 TEMPUR WAY
		CITY:			LEXINGTON
		STATE:			KY
		ZIP:			40511

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TEMPUR PEDIC INTERNATIONAL INC
		DATE OF NAME CHANGE:	20031202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TWI HOLDINGS INC
		DATE OF NAME CHANGE:	20021119

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			H PARTNERS MANAGEMENT, LLC
		CENTRAL INDEX KEY:			0001364412
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		888 SEVENTH AVENUE
		STREET 2:		29TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		212-265-4200

	MAIL ADDRESS:	
		STREET 1:		888 SEVENTH AVENUE
		STREET 2:		29TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
SC 13D/A 1 d213117dsc13da.htm AMENDMENT NO. 15 TO SCHEDULE 13D Amendment No. 15 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d -101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § § 240.13d-2(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 15)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 Avenue,

29th Floor

New York, New York 10019

Attn: Rehan Jaffer

(212) 265-4200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 2, 2021

(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).

 

 

 


CUSIP NO.        88023U101    13D    Page 2

 

  1      

NAME OF REPORTING PERSONS

 

H Partners Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7       

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

9,000,000

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10   

SHARED DISPOSITIVE POWER

 

9,000,000

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

9,000,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

4.6%

14  

TYPE OF REPORTING PERSON

 

CO, IA


CUSIP NO.        88023U101    13D    Page 3

 

  1      

NAME OF REPORTING PERSONS

 

H Partners, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7       

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

5,791,600

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10   

SHARED DISPOSITIVE POWER

 

5,791,600

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

5,791,600

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

2.9%

14  

TYPE OF REPORTING PERSON

 

PN


CUSIP NO.        88023U101    13D    Page 4

 

  1      

NAME OF REPORTING PERSONS

 

H Partners Capital, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7       

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

5,791,600

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10   

SHARED DISPOSITIVE POWER

 

5,791,600

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

5,791,600

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

2.9%

14  

TYPE OF REPORTING PERSON

 

OO


CUSIP NO.        88023U101    13D    Page 5

 

  1      

NAME OF REPORTING PERSONS

 

Rehan Jaffer

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OR ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7       

SOLE VOTING POWER

 

NONE

     8   

SHARED VOTING POWER

 

9,000,000

     9   

SOLE DISPOSITIVE POWER

 

NONE

   10   

SHARED DISPOSITIVE POWER

 

9,000,000

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 

9,000,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

4.6%

14  

TYPE OF REPORTING PERSON

 

IN


      Page 6

 

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (“Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated to read as follows:

On August 2, 2021, the Reporting Persons sold 2,000,000 of the Issuer’s Common Stock in an open market transaction through its broker and ceased to beneficially own 5% of the Issuer’s outstanding Common Stock. Consistent with communications by the Issuer’s management, the Reporting Persons continue to be optimistic about the Issuer’s prospects and intend to hold their remaining stake of 9,000,000 shares.

Item 5. Interest in Securities of the Issuer

Items 5(a) –(c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 196,496,823 Shares outstanding as of July 29, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the Securities and Exchange Commission on August 4, 2021.

 

A.

H Partners Management

 

  (a)

As of August 2, 2021, H Partners Management, as the investment manager, may be deemed the beneficial owner of 9,000,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 4.6%

 

  (b)

1. Sole power to vote or direct vote: 0

 

  2.

Shared power to vote or direct vote: 9,000,000

 

  3.

Sole power to dispose or direct the disposition: 0

 

  4.

Shared power to dispose or direct the disposition: 9,000,000

 

  (c)

H Partners Management has not entered into any transactions in the Shares since the filing of Amendment No. 14 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 14 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

B.

H Partners LP

 

  (a)

As of August 2, 2021, H Partners LP beneficially owned 5,791,600 Shares.

Percentage: Approximately 2.9%

 

  (b)

1. Sole power to vote or direct vote: 0

 

  2.

Shared power to vote or direct vote: 5,791,600

 

  3.

Sole power to dispose or direct the disposition: 0

 

  4.

Shared power to dispose or direct the disposition: 5,791,600

 

  (c)

The transactions in the Shares by H Partners LP since the filing of Amendment No. 14 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.


      Page 7

 

C.

H Partners Capital

 

  (a)

H Partners Capital, as the general partner of H Partners LP, may be deemed the beneficial owner of the 5,791,600 Shares owned by H Partners LP.

Percentage: Approximately 2.9%

 

  (b)

1.       Sole power to vote or direct vote: 0

 

  2.

Shared power to vote or direct vote: 5,791,600

 

  3.

Sole power to dispose or direct the disposition: 0

 

  4.

Shared power to dispose or direct the disposition: 5,791,600

 

  (c)

H Partners Capital has not entered into any transactions in the Shares since the filing of Amendment No. 14 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 14 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

D.

Rehan Jaffer

 

  (a)

Rehan Jaffer, as the managing member of H Partners Management and H Partners Capital, may be deemed the beneficial owner of 9,00,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 4.6%

 

  (b)

1.       Sole power to vote or direct vote: 0

 

  2.

Shared power to vote or direct vote: 9,000,000

 

  3.

Sole power to dispose or direct the disposition: 0

 

  4.

Shared power to dispose or direct the disposition: 9,000,000

 

  (c)

Rehan Jaffer has not entered into any transactions in the Shares since the filing of Amendment No. 14 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 14 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

(e) On August 2, 2021, the Reporting Persons ceased to beneficially own 5% of the Company’s outstanding Common Stock. The filing of this Amendment No. 15 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

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. None of the individual Funds beneficially own a number of Shares representing more than 5% of the outstanding Shares of the Issuer.


      Page 8

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: August 4, 2021     H PARTNERS MANAGEMENT, LLC
    By:   /s/ Rehan Jaffer
      Rehan Jaffer
      Managing Member
    H PARTNERS, LP
    By:   H Partners Capital, LLC, its General Partner
    By:   /s/ Rehan Jaffer
      Rehan Jaffer
      Managing Member
    H PARTNERS CAPITAL, LLC
    By:   /s/ Rehan Jaffer
      Rehan Jaffer
      Managing Member
    /s/ Rehan Jaffer
    Rehan Jaffer


SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 14 to the Schedule 13D

H PARTNERS, LP

 

Nature of the Transaction

   Amount of Securities
Purchased/Sold
   Average Price Per
Share($)
   Date of
Purchase/Sale

Sale of Common Stock

   1,300,000    42.0000    8/2/2021

H OFFSHORE FUND, LTD

 

Nature of the Transaction

   Amount of Securities
Purchased/Sold
   Average Price Per
Share($)
   Date of
Purchase/Sale

Sale of Common Stock

   700,000    42.0000    8/2/2021
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