Edgar Filing: TEMPUR PEDIC INTERNATIONAL INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rao Bhaskar

2. Issuer Name and Ticker or Trading Symbol
TEMPUR PEDIC INTERNATIONAL INC [TPX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP Strat Plng, Corp Dev & CAO

(Last)

(First)

(Middle)

C/O TEMPUR-PEDIC INTERNATIONAL INC., 1713 JAGGIE FOX WAY

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2010

(Street)

LEXINGTON, KY 40511

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2010		M		9,463	A ⁽¹⁾	$ 10.66	9,463	D
Common Stock	04/21/2010		M		4,400	A ⁽¹⁾	$ 12.37	13,863	D
Common Stock	04/21/2010		M		9,350	A ⁽¹⁾	$ 14.77	23,213	D
Common Stock	04/21/2010		M		8,800	A ⁽¹⁾	$ 20.27	32,013	D
Common Stock	04/21/2010		M		5,000	A ⁽¹⁾	$ 11.76	37,013	D
Common Stock	04/21/2010		M		5,000	A ⁽¹⁾	$ 6.14	42,013	D
Common Stock	04/21/2010		S		42,013	D ⁽¹⁾	$ 33.6994 ⁽²⁾	0	D
Common Stock	04/23/2010		M		10,000	A ⁽¹⁾	$ 19.22	10,000	D
Common Stock	04/23/2010		M		4,300	A ⁽¹⁾	$ 12.37	14,300	D
Common Stock	04/23/2010		M		2,500	A ⁽¹⁾	$ 11.76	16,800	D
Common Stock	04/23/2010		S		16,800	D ⁽¹⁾	$ 35.9	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 10.66

04/21/2010

9,463

⁽³⁾

10/25/2015

Common Stock

9,463

$ 0

Stock Option

$ 12.37

04/21/2010

4,400

⁽⁴⁾

12/15/2015

Common Stock

4,400

$ 0

13,050

Stock Option

$ 14.77

04/21/2010

9,350

⁽⁵⁾

05/11/2016

Common Stock

9,350

$ 0

7,350

Stock Option

$ 20.27

04/21/2010

8,800

⁽⁶⁾

12/21/2016

Common Stock

8,800

$ 0

26,200

Stock Option

$ 11.76

04/21/2010

5,000

⁽⁷⁾

05/15/2018

Common Stock

5,000

$ 0

35,000

Stock Option

$ 6.14

04/21/2010

5,000

⁽⁸⁾

02/27/2019

Common Stock

5,000

$ 0

30,000

Stock Option

$ 19.22

04/23/2010

10,000

⁽⁹⁾

05/02/2015

Common Stock

10,000

$ 0

9,798

Stock Option

$ 12.37

04/23/2010

4,300

⁽⁴⁾

12/15/2015

Common Stock

4,300

$ 0

8,750

Stock Option

$ 11.76

04/23/2010

2,500

⁽⁷⁾

05/15/2018

Common Stock

2,500

$ 0

32,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rao Bhaskar C/O TEMPUR-PEDIC INTERNATIONAL INC. 1713 JAGGIE FOX WAY LEXINGTON, KY 40511			SVP Strat Plng, Corp Dev & CAO

Signatures

/s/ Bhaskar Rao		04/23/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 23, 2009 in order to cause the applicable sales to fall within the scope of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Rule 10b5-1 trading plan contains specific instructions to sell shares pursuant to the exercise of options if the price of the Issuer's common stock exceeds a pre-determined price per share.
(2)	This price is the weighted average sale price for the transactions on this line. The price for the transactions reported on this line range from $33.41 to $33.90. 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 sold at each separate price.
(3)	These options vest and become exercisable in a series of installments. The first installment, which consisted of 25% of the original aggregate number of options granted, vested on October 25, 2006. The remaining options vested in a series of twelve successive equal quarterly installments.
(4)	This stock option vests in four equal annual installments starting on the first anniversary date of the grant, or December 15, 2006.
(5)	This stock option vests in four equal annual installments starting on the first anniversary date of the grant, or May 11, 2007.
(6)	This stock option vests in four equal annual installments starting on the first anniversary date of the grant, or December 21, 2007.
(7)	This stock option vests in four equal annual installments starting on the first anniversary date of the grant, or May 15, 2009.
(8)	This stock option vests in four equal annual installments starting on the first anniversary date of the grant, or February 24, 2010.
(9)	These options became fully vested pursuant to a stock sale restriction agreement dated December 15, 2005 between the reporting person and the issuer. The agreement restricts the reporting person's sale of common stock purchased pursuant to this option. All restrictions lapsed by May 2, 2009.

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