MANULIFE FINANCIAL CORP

Major Shareholding Notification • Feb 14, 2019

SC 13G/A 1 tempur3545511-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.4) ***

Tempur Sealy International Inc
(Name of Issuer)
Common Stock
(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(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 9

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 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 | | |

Page 2 of 8

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
		5,491,405
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		5,491,405
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
	5,491,405
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
	N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
	10.08%
12	TYPE OF REPORTING PERSON *
	IA
*SEE
INSTRUCTIONS

Page 3 of 8

CUSIP No. 88023U101

1	NAME OF REPORTING PERSON Manulife Asset Management 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
		77,324
	6	SHARED VOTING POWER
		-0-
	7	SOLE DISPOSITIVE POWER
		77,324
	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
	77,324
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
	N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
	0.14%
12	TYPE OF REPORTING PERSON *
	FI
*SEE
INSTRUCTIONS

Page 4 of 8

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 MFC’s indirect, wholly-owned
subsidiaries, Manulife Asset Management (US) LLC ("MAM (US)") and Manulife Asset Management Limited
("MAML").
Item 2(b)	Address of Principal
Business Office : The principal business offices of MFC and MAML 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 MAML 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).
	MAML:	(j) (X)	a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J).

| Item 4 |
| --- |
| (a) Amount Beneficially Owned : MAM (US) has beneficial ownership of 5,491,405 shares of
Common Stock and
MAML has beneficial ownership of 77,324 shares of Common Stock. Through its parent-subsidiary
relationship to MAM (US) and MAML, MFC may be deemed to have beneficial
ownership of these same shares. |
| (b) Percent of Class : Of the 54,499,053 shares of common stock outstanding as of November 5, 2018,
according to the Form 10-K filed by the issuer with the Securities and Exchange Commission on
November 8, 2018, MAM (US) held 10.08% and MAML held 0.14%. |

Page 5 of 8

| | (c) Number of shares as to which the person
has : — (i) | sole power to vote or to
direct the vote: MAM (US) and MAML 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 MAML 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, (i) 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, and (ii) the foreign regulatory scheme applicable to
MAML, is substantially comparable to the regulatory scheme applicable to the functionally equivalent
U.S. institution. The undersigned also undertakes to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D. | |

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/ Susie Rafael
	Name:	Susie Rafael
Dated: February 6, 2019	Title:	Agent*
	Manulife Asset
Management (US) LLC
	By:	/s/ Paul Donahue
	Name:	Paul Donahue
Dated: February 5, 2019	Title:	Chief Compliance Officer
	Manulife Asset Management Limited
	By:	/s/ Christopher Walker
	Name:	Christopher Walker
Dated: February 5, 2019	Title:	Chief Compliance Officer

• Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 7 of 8

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No. 4) 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/ Susie Rafael |
| --- | --- | --- |
| | Name: | Susie Rafael |
| Dated: February 6, 2019 | Title: | Agent* |
| | Manulife Asset
Management (US) LLC | |
| | By: | /s/ Paul Donahue |
| | Name: | Paul Donahue |
| Dated: February 5, 2019 | Title: | Chief Compliance Officer |
| | Manulife Asset Management Limited | |
| | By: | /s/ Christopher Walker |
| | Name: | Christopher Walker |
| Dated: February 5, 2019 | Title: | Chief Compliance Officer |

• Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 8 of 8