SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

c/o Friedman Fleischer & Lowe

One Maritime Plaza, 10th Floor

(Street)

San Francisco

94111

(City)

(State)

(Zip)

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	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See General Remarks(1)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2003

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
Class B-1 Voting Common Stock	12/23/2003		C		47,839.63⁽²⁾	A	⁽⁶⁾	47,839.63⁽²⁾	D⁽³⁾
Class B-1 Voting Common Stock	12/23/2003		C		865.42⁽²⁾	A	⁽⁶⁾	865.42⁽²⁾	D⁽³⁾
Common Stock⁽⁴⁾	12/23/2003		S		4,574,549⁽⁴⁾	D	$13.09	20,541,256.75⁽⁴⁾	D⁽³⁾
Common Stock⁽⁴⁾	12/23/2003		S		82,753⁽⁴⁾	D	$13.09	371,592.5⁽⁴⁾	D⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁶⁾	12/23/2003		C			47,839.63⁽²⁾	⁽⁵⁾	⁽⁵⁾	Class B-1 Voting Common Stock	47,839.63⁽²⁾	$1,000	0	D⁽³⁾
Series A Convertible Preferred Stock	⁽⁶⁾	12/23/2003		C			865.42⁽²⁾	⁽⁵⁾	⁽⁵⁾	Class B-1 Voting Common Stock	865.42⁽²⁾	$1,000	0	D⁽³⁾

1. Name and Address of Reporting Person^*

FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

c/o Friedman Fleischer & Lowe

One Maritime Plaza, 10th Floor

(Street)

San Francisco

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See General Remarks(1)

1. Name and Address of Reporting Person^*

FRIEDMAN TULLY M

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MASTO CHRISTOPHER A

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FFL EXECUTIVE PARTNERS LP

(Last)

(First)

(Middle)

C/O FRIEDMAN FLEISCHER & LOWE

ONE MARITIME PLAZA, 10TH FLOOR

(Street)

SAN FANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

2. The share information listed for these securities is reported as of the time of the reported transaction and does not give effect to a 525-for-1 stock split which occurred after the reported transaction and is described below at Footnote 4.

3. See "Notes to Footnote 3" in Exhibit 99.2.

4. On December 23, 2003, the Company renamed its Class B-1 Voting Common Stock as Common Stock, and the Common Stock split 525-for-1 in the form of a stock dividend of 524 shares for each outstanding share. This stock split resulted in Friedman Fleischer & Lowe Capital Partners, LP's acquisition of an additional 25,067,966.12 shares of Common Stock and FFL Executive Partners, LP's acquisition of an additional 453,480.08 shares of Common Stock.

5. These securities are Series A Convertible Preferred Stock of the Issuer. As such, they are convertible at any time and do not have an expiration date.

6. 1-for-1

Remarks:

(1)This Form 4 is also being filed on behalf of each of Tully M. Friedman and Christopher A. Masto, each of whom is a director of the Issuer, and FFL Executive Partners, LP. (7) Mr. Masto is Managing Member of Friedman Fleischer & Lowe GP, LLC, General Partner of Friedman Fleischer & Lowe Capital Partners, LP.

	/s/ Christopher A. Masto (see general remarks (7))	12/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.