MANULIFE FINANCIAL CORP

SC 13G 1 manulife_sc13g.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No.)*

Tempur Sealy International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88023U101
(CUSIP Number)
December 31, 2014
(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(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).

PAGE 1 OF 8 PAGES

CUSIP No. 88023U101

| 1 | NAME OF REPORTING PERSON Manulife Financial
Corporation | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING
POWER |
| | | -0- |
| | 6 | SHARED VOTING
POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE
POWER |
| | | -0- |
| | 8 | SHARED DISPOSITIVE
POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | None, except through its indirect, wholly-owned subsidiaries,
Manulife Asset Management (North America) Limited and Manulife Asset
Management (US) LLC | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | See line 9 above. | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | HC | |
| SEE
INSTRUCTIONS | | |

PAGE 2 OF 8 PAGES

CUSIP No. 88023U101

| 1 | NAME OF REPORTING PERSON Manulife Asset Management (North
America) Limited | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING
POWER |
| | | 32,431 |
| | 6 | SHARED VOTING
POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE
POWER |
| | | 32,431 |
| | 8 | SHARED DISPOSITIVE
POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 32,431 | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | 0.05% | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

PAGE 3 OF 8 PAGES

CUSIP No. 88023U101

| 1 | NAME OF REPORTING PERSON Manulife Asset Management (US)
LLC | |
| --- | --- | --- |
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| | N/A | |
| 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 |
| | | 4,560,193 |
| | 6 | SHARED VOTING
POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE
POWER |
| | | 4,560,193 |
| | 8 | SHARED DISPOSITIVE
POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 4,560,193 | |
| 10 | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 | |
| | 7.49% | |
| 12 | TYPE OF
REPORTING PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

PAGE 4 OF 8 PAGES

| Item
1(a) | Name of Issuer : |
| --- | --- |
| | Tempur Sealy International, Inc. |
| Item
1(b) | Address of Issuer's Principal Executive
Offices : |
| | 1000 Tempur Way |
| | Lexington, Kentucky 40511 |
| Item
2(a) | Name of Person Filing : |
| | This
filing is made on behalf of Manulife Financial Corporation ("MFC") and
MFCs indirect, wholly-owned subsidiaries, Manulife Asset Management
(North America) Limited ("MAM (NA)") and Manulife Asset Management (US)
LLC ("MAM (US)"). |
| Item
2(b) | Address of Principal Business Office : |
| | The
principal business offices of MFC and MAM (NA) are located at 200 Bloor
Street East, Toronto, Ontario, Canada, M4W 1E5. |
| | The
principal business office of MAM (US) is located at 197 Clarendon Street,
Boston, Massachusetts 02116. |
| Item
2(c) | Citizenship : |
| | MFC
and MAM (NA) are organized and exist under the laws of
Canada. |
| | MAM
(US) is organized and exists under the laws of the State of
Delaware. |
| Item
2(d) | Title of Class of Securities : |
| | Common Stock |
| 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 : |

| MFC: | (g)
(X) | a
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| --- | --- | --- |
| MAM
(NA): | (e)
(X) | an
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| MAM
(US): | (e)
(X) | an
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |

| Item
4 | |
| --- | --- |
| (a) Amount Beneficially
Owned : MAM (NA) has beneficial ownership of 32,431 shares of Common
Stock and MAM (US) has beneficial ownership of 4,560,193 shares of Common Stock. Through its
parent-subsidiary relationship to MAM (NA) and MAM (US), MFC may be deemed to have beneficial
ownership of these same shares. | |
| (b) Percent of
Class : Of the 60,911,033 shares outstanding as of November 04, 2014 according to the
Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 7, 2014,
MAM (NA) held 0.05% and MAM (US) held 7.49%. | |
| (c) Number of shares as to which
the person has : | |
| (i) | sole power to vote or
to direct the vote: |
| | MAM (NA) and MAM (US) each has sole power to vote or to direct the voting of the
shares of Common Stock beneficially owned by each of them. |

PAGE 5 OF 8 PAGES

| | (iii) | shared power to vote or to direct the vote:
-0- — sole
power to dispose or to direct the disposition of: |
| --- | --- | --- |
| | | MAM (NA) and MAM (US) each has sole power to dispose or to direct the disposition of
the shares of Common Stock beneficially owned by each of them. |
| | (iv) | shared power to dispose or to direct the
disposition of: -0- |
| Item
5 | Ownership of Five Percent or
Less of a Class : | |
| | Not applicable. | |
| Item
6 | Ownership of More than Five
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 : | |
| | See Items 3 and 4 above. | |
| Item
8 | Identification and
Classification of Members of the Group : | |
| | Not applicable. | |
| Item
9 | Notice of Dissolution of
Group : | |
| | Not applicable. | |
| Item
10 | Certification : | |
| | By signing below the undersigned certifies
that, to the best of its 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. | |

PAGE 6 OF 8 PAGES

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A. Miller
Dated: February 11, 2015	Title:	Agent*
	Manulife Asset Management (North America)
Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 11, 2015	Title:	Associate General Counsel and Assistant
Secretary
	Manulife Asset Management (US)
LLC
	By:	/s/ William E. Corson
	Name:	William E. Corson
Dated: February 11, 2015	Title:	Vice
President and Chief Compliance Officer

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 7 OF 8 PAGES

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (North America) Limited and Manulife Asset Management (US) LLC agree that the Schedule 13G to which this Agreement is attached, relating to the Common Stock of Tempur Sealy International, Inc., is filed on behalf of each of them.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A. Miller
Dated: February 11, 2015	Title:	Agent*
	Manulife Asset Management (North America)
Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: February 11, 2015	Title:	Associate General Counsel and Assistant
Secretary
	Manulife Asset Management (US) LLC
	By:	/s/ William E. Corson
	Name:	William E. Corson
Dated: February 11, 2015	Title:	Vice
President and Chief Compliance Officer

Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

PAGE 8 OF 8 PAGES

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