Filing Details
- Accession Number:
- 0000905148-19-000314
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 09:59:25
- Filed By:
- Echinus Advisors, Llc
- Company:
- Tempur Sealy International Inc. (NYSE:TPX)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
ECHINUS ADVISORS | 0 | 2,243,440 | 0 | 2,243,440 | 2,243,440 | 4.1% |
PHILIP UHDE | 0 | 2,243,440 | 0 | 2,243,440 | 2,243,440 | 4.1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TEMPUR SEALY INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
88023U101
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 6 Pages
| SCHEDULE 13G | |
| | |
CUSIP No. 88023U101 | | Page 2 of 6 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
ECHINUS ADVISORS, LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☐ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
2,243,440 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
2,243,440 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,243,440 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.1% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IA, OO | | | |||
| |
| SCHEDULE 13G | |
| | |
CUSIP No. 88023U101 | | Page 3 of 6 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
PHILIP UHDE | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☐ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States of America | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
2,243,440 | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
2,243,440 | | | |||
| | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,243,440 | | | |||
| | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
4.1% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN, HC | | | |||
| |
| SCHEDULE 13G | |
| | |
| | Page 4 of 6 Pages |
Item 1(a). | Name of Issuer: |
Tempur Sealy International, Inc. (the “Issuer”)
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1000 Tempur Way, Lexington, Kentucky 40511
Item 2(a). | Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
i) | Echinus Advisors, LLC (“Echinus”); and |
ii) | Philip Uhde (“Mr. Uhde”). |
This Statement relates to Shares (as defined herein) held for the account of Echinus Partners, LP, a Delaware
limited partnership (the “Echinus Fund”). Echinus serves as the investment manager to the Echinus Fund. Mr. Uhde is the manager and majority control person of Echinus. In such capacities, each of Echinus and Mr. Uhde may be deemed to beneficially own
the Shares reported herein.
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is 69 Mercer Street, 5th Floor, New York, New York,
10012.
Item 2(c). | Citizenship: |
i) | Echinus is a limited liability company incorporated in Delaware; and |
ii) | Mr. Uhde is a citizen of the United States of America. |
Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the “Shares”)
Item 2(e). | CUSIP Number: |
88023U101
Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
(e) [X] An investment adviser in accordance with §240.13d-(b)(1)(ii)(E).
(g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
| SCHEDULE 13G | |
| | |
| | Page 5 of 6 Pages |
Item 4. | Ownership: |
Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of 2,243,440 Shares held for the account
of the Echinus Fund.
Item 4(b) | Percent of Class: |
As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 4.1% of Shares
outstanding. (There were 54,499,053 Shares outstanding as of November 5, 2018, according to the Issuer’s quarterly report on Form 10-Q, filed on November 8, 2018.)
Item 4(c) | Number of Shares as to which such person has: |
(i) Sole power to vote or direct the vote: | 0 |
(ii) Shared power to vote or direct the vote: | 2,243,440 |
(iii) Sole power to dispose or direct the disposition of: | 0 |
(iv) Shared power to dispose or direct the disposition of: | 2,243,440 |
Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being
filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
See disclosures in Items 2 and 4 herein.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
Item 10. | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| SCHEDULE 13G | |
| | |
| | Page 6 of 6 Pages |
SIGNATURE
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.
ECHINUS ADVISORS, LLC | |||
| By: | /s/ Philip Yang | |
Philip Yang | |||
Chief Financial Officer & Chief Compliance Officer | |||
PHILIP UHDE | ||
| /s/ Philip Uhde |
February 14, 2019