13D Filing: H Partners Management and Tempur Sealy International Inc. (TPX)

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by H Partners LP and the Offshore Fund and the Shares held in the H Partners Account were purchased with working capital (which
may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
The aggregate purchase price of the 5,143,100 Shares beneficially owned by H Partners LP is approximately $212,001,284, excluding
brokerage commissions. The aggregate purchase price of the 1,918,100 Shares beneficially owned by the Offshore Fund is approximately
$87,689,967, excluding brokerage commissions. The aggregate purchase price of the 1,188,800 Shares held in the H Partners Account
is approximately $51,602,854, excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

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

The aggregate percentage
of Shares reported owned by each person named herein is based upon 53,897,463 Shares outstanding as of May 4, 2017, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 10, 2017.

A.

H Partners Management

(a)

As of the close of business on May 16, 2017, H Partners Management, as the investment manager, may be deemed the beneficial owner of 8,250,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 15.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,250,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,250,000

(c)

H Partners Management has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.

H Partners LP

(a)

As of the close of business on May 16, 2017, H Partners LP beneficially owned 5,143,100 Shares.

Percentage: Approximately 9.5%