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Filing Details

Accession Number:: 0001104659-25-014120
Form Type:: 13G Filing
Publication Date:: 2025-02-13 19:00:00

Filed By:: Select Equity Group
Company:: Tempur Sealy International Inc. (NYSE:TPX)
Filing Date:: 2025-02-14
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	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
Select Equity Group, L.P.	0	18,770,274	10.8%
George S. Loening	0	18,770,274	10.8%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Tempur Sealy International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88023U101

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

88023U101

Names of Reporting Persons

Select Equity Group, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 18,770,274.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 18,770,274.00

Aggregate Amount Beneficially Owned by Each Reporting Person

18,770,274.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

10.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Beneficial ownership based on 173,652,870 shares of common stock outstanding as of November 1, 2024, as reported on the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.

SCHEDULE 13G

CUSIP No.

88023U101

Names of Reporting Persons

George S. Loening

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 18,770,274.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 18,770,274.00

Aggregate Amount Beneficially Owned by Each Reporting Person

18,770,274.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

10.8 %

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Tempur Sealy International, Inc.

(b)

Address of issuer's principal executive offices:

1000 Tempur Way, Lexington, KY, 40511

Item 2.

(a)

Name of person filing:

This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership ("Select LP"), and George S. Loening ("Loening"), who is the majority owner of Select LP and managing member of its general partner. Select LP and Loening are sometimes collectively referred to herein as the "Select Reporting Persons."

(b)

Address or principal business office or, if none, residence:

The business address of each of Select LP and Loening is 380 Lafayette Street, New York, New York 10003.

(c)

Citizenship:

George S. Loening is a United States citizen.

(d)

Title of class of securities:

Common Stock

(e)

CUSIP No.:

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:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

(i) Select Equity Group, L.P. - 18,770,274 (ii) George S. Loening - 18,770,274

(b)

Percent of class:

(i) Select Equity Group, L.P. - 10.81% (ii) George S. Loening - 10.81%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(i) Select Equity Group, L.P. - 0 (ii) George S. Loening - 0

(ii) Shared power to vote or to direct the vote:

(i) Select Equity Group, L.P. - 18,770,274 (ii) George S. Loening - 18,770,274

(iii) Sole power to dispose or to direct the disposition of:

(i) Select Equity Group, L.P. - 0 (ii) George S. Loening - 0

(iv) Shared power to dispose or to direct the disposition of:

(i) Select Equity Group, L.P. - 18,770,274 (ii) George S. Loening - 18,770,274

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

See Exhibit 99.1

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

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.

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.

Select Equity Group, L.P.

Signature:	By: Select Equity GP, LLC, its General Partner, By: /s/ George S. Loening
Name/Title:	George S. Loening, Managing Member
Date:	02/14/2025

George S. Loening

Signature:	/s/ George S. Loening
Name/Title:	George S. Loening, an individual
Date:	02/14/2025

Exhibit Information

EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).