MANULIFE FINANCIAL CORP

Major Shareholding Notification • Oct 11, 2016

SC 13G/A 1 tempursealy3148931-sc13ga.htm AMENDMENT TO 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. 2)*

| Tempur Sealy International
Inc |
| --- |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 88023U101 |
| (CUSIP Number) |
| September 30,
2016 |
| (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

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 (US)
LLC and Manulife Asset Management (North America) Limited | |
| 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 | | |

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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 |
| | | 6,205,812 |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | 6,205,812 |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| | 6,205,812 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | |
| | 10.62% | |
| 12 | TYPE OF REPORTING PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

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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 |
| | | 32,286 |
| | 6 | SHARED VOTING POWER |
| | | -0- |
| | 7 | SOLE DISPOSITIVE POWER |
| | | 32,286 |
| | 8 | SHARED DISPOSITIVE POWER |
| | | -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | |
| | 32,286 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | |
| | N/A | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | |
| | 0.06% | |
| 12 | TYPE OF REPORTING PERSON * | |
| | IA | |
| SEE
INSTRUCTIONS | | |

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Item 1(a)	Name of Issuer :
	Tempur Sealy International Inc
Item 1(b)	Address of Issuer's Principal Executive
Offices :
	100 Tempur Way
	Lexington, Kentucky 40511
Item 2(a)	Name of Person Filing :
	This filing is made on behalf of Manulife
Financial Corporation ("MFC") and MFC’s indirect, wholly-owned
subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)") and Manulife
Asset Management (North America) Limited ("MAM (NA)").
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 (US):	(e) (X)	an investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
	MAM (NA):	(e) (X)	an investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).

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| Item
4 | Ownership : | |
| --- | --- | --- |
| | (a) Amount
Beneficially Owned : MAM (US) has beneficial ownership of 6,205,812 shares of Common Stock and MAM (NA) has beneficial ownership of 32,286 shares of Common Stock. Through its parent-subsidiary relationship to MAM (US) and MAM (NA), MFC may be deemed to have beneficial ownership of these same shares. | |
| | (b) Percent of
Class : Of the 58,413,481 shares of Class A common stock outstanding as of August 1, 2016, according to the Form 10-K filed by the issuer with the Securities and Exchange Commission on August 5, 2016, MAM (US) held 10.62% and, MAM (NA) held 0.06%. | |
| | (c) Number of shares as to which the person
has : | |
| | (i) | sole
power to vote or to direct the vote: MAM (US) and MAM (NA) each has
sole power to vote or to direct the voting of the shares of Common Stock
beneficially owned by each of them. |
| | (ii) | shared power to vote or to direct the vote: -0- |
| | (iii) | sole
power to dispose or to direct the disposition of: MAM (US) and MAM (NA) 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

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 Miller
	Name:	Graham Miller
Dated: October 11, 2016	Title:	Agent*
	Manulife Asset Management (US)
LLC
	By:	/s/ Vincent Pietropaolo
	Name:	Vincent Pietropaolo
Dated: October 11, 2016	Title:	Counsel and Assistant Secretary
	Manulife Asset Management (North America)
Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: October 11, 2016	Title:	General Counsel and Secretary

• 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

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC and Manulife Asset Management (North America) Limited agree that the Schedule 13G (Amendment No. 2) 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 Miller
	Name:	Graham Miller
Dated: October 11, 2016	Title:	Agent*
	Manulife Asset Management (US)
LLC
	By:	/s/ Vincent Pietropaolo
	Name:	Vincent Pietropaolo
Dated: October 11, 2016	Title:	Counsel and Assistant Secretary
	Manulife Asset Management (North America)
Limited
	By:	/s/ Warren Rudick
	Name:	Warren Rudick
Dated: October 11, 2016	Title:	General Counsel and Secretary

• 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.

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