SOMNIGROUP INTERNATIONAL INC.

Major Shareholding Notification • May 11, 2020

SC 13D/A 1 d927331dsc13da.htm AMENDMENT NO. 14 TO SCHEDULE 13D Amendment No. 14 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d -101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § § 240.13d-2(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 14) 1

TEMPUR SEALY INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

88023U101

(CUSIP Number)

H PARTNERS MANAGEMENT, LLC

888 Seventh Avenue,

29th Floor

New York, New York 10019

Attn: Rehan Jaffer

(212) 265-4200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 7, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note . Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP NO. 88023U101 13D Page 2

1	NAME OF REPORTING PERSONS H Partners Management, LLC
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OR
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER NONE
8	SHARED VOTING POWER 2,950,000
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 2,950,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,950,000
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 5.7%
14	TYPE OF REPORTING
PERSON CO, IA

CUSIP NO. 88023U101 13D Page 3

1	NAME OF REPORTING PERSONS H Partners, LP
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OR
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER NONE
8	SHARED VOTING POWER 1,947,900
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 1,947,900

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,947,900
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 3.8%
14	TYPE OF REPORTING
PERSON PN

CUSIP NO. 88023U101 13D Page 4

1	NAME OF REPORTING PERSONS H Partners Capital, LLC
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OR
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER NONE
8	SHARED VOTING POWER 1,947,900
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 1,947,900

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,947,900
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 3.8%
14	TYPE OF REPORTING
PERSON OO

CUSIP NO. 88023U101 13D Page 5

1	NAME OF REPORTING PERSONS Rehan Jaffer
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE
INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OR
ORGANIZATION United States of
America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER NONE
8	SHARED VOTING POWER 2,950,000
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 2,950,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,950,000
12	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 5.7%
14	TYPE OF REPORTING
PERSON IN

Page 6

The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (“Amendment No. 14”). This Amendment No. 14 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated to read as follows:

The Reporting Persons reduced their stake by 750,000 Shares between May 7, 2020 and May 11, 2020. Following these rebalancing transactions, the Reporting Persons intend to hold their remaining stake of 2,950,000 Shares. Consistent with communications by the Issuer’s management, the Reporting Persons continue to be optimistic about the Issuer’s prospects.

Item 5. Interest in Securities of the Issuer

Items 5(a) –(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 51,538,327 Shares outstanding as of May 4, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Securities and Exchange Commission on May 7, 2020.

A. H Partners Management

(a) As of May 11, 2020, H Partners Management, as the investment manager, may be deemed the beneficial owner of 2,950,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 0

1. Shared power to vote or direct vote: 2,950,000

2. Sole power to dispose or direct the disposition: 0

3. Shared power to dispose or direct the disposition: 2,950,000

(c) H Partners Management has not entered into any transactions in the Shares since the filing of Amendment No. 13 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 13 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B. H Partners LP

(a) As of May 11, 2020, H Partners LP beneficially owned 1,947,900 Shares.

Percentage: Approximately 3.8%

(b) 1. Sole power to vote or direct vote: 0

1. Shared power to vote or direct vote: 1,947,900

2. Sole power to dispose or direct the disposition: 0

3. Shared power to dispose or direct the disposition: 1,947,900

(c) The transactions in the Shares by H Partners LP since the filing of Amendment No. 13 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Page 7

C. H Partners Capital

(a) H Partners Capital, as the general partner of H Partners LP, may be deemed the beneficial owner of the 1,947,900 Shares owned by H Partners LP.

Percentage: Approximately 3.8%

(b) 1. Sole power to vote or direct vote: 0

1. Shared power to vote or direct vote: 1,947,900

2. Sole power to dispose or direct the disposition: 0

3. Shared power to dispose or direct the disposition: 1,947,900

(c) H Partners Capital has not entered into any transactions in the Shares since the filing of Amendment No. 13 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 13 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D. Rehan Jaffer

(a) Rehan Jaffer, as the managing member of H Partners Management and H Partners Capital, may be deemed the beneficial owner of 2,950,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 0

1. Shared power to vote or direct vote: 2,950,000

2. Sole power to dispose or direct the disposition: 0

3. Shared power to dispose or direct the disposition: 2,950,000

(c) Rehan Jaffer has not entered into any transactions in the Shares since the filing of Amendment No. 13 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 13 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. None of the individual Funds beneficially own a number of Shares representing more than 5% of the outstanding Shares of the Issuer.

Page 8

SIGNATURES

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.

Date: May 11, 2020
By:	/s/ Rehan Jaffer
	Rehan Jaffer
	Managing Member
H PARTNERS, LP
By:	H Partners Capital, LLC, its General Partner
By:	/s/ Rehan Jaffer
	Rehan Jaffer
	Managing Member
H PARTNERS CAPITAL, LLC
By:	/s/ Rehan Jaffer
	Rehan Jaffer
	Managing Member
/s/ Rehan Jaffer
Rehan Jaffer

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 13 to the Schedule 13D

H PARTNERS, LP

Nature of the Transaction — Sale of Common Stock	205,000	53.4649	(1)	Date of Purchase/Sale — 05/07/2020
Sale of Common Stock	218,682	56.5453	(2)	05/08/2020
Sale of Common Stock	106,893	54.9762	(3)	05/11/2020
Distribution in Kind of Common Stock	219,425	N/A	(4)	05/11/2020

(1) The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $53.4500 to $54.2600, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range.

(2) The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $56.5000 to $57.0500, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range.

(3) The price reported is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $54.3400 to $55.7300, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within such range.

(4) On May 11, 2020, an in-kind distribution was made to certain partners.