SOMNIGROUP INTERNATIONAL INC.

Major Shareholding Notification • Aug 4, 2021

SC 13D/A 1 d213117dsc13da.htm AMENDMENT NO. 15 TO SCHEDULE 13D Amendment No. 15 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. 15) 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)

August 2, 2021

(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 9,000,000
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 9,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11 4.6%
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 5,791,600
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 5,791,600

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,791,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11 2.9%
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 5,791,600
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 5,791,600

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,791,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11 2.9%
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 9,000,000
9	SOLE DISPOSITIVE POWER NONE
10	SHARED DISPOSITIVE POWER 9,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11 4.6%
14	TYPE OF REPORTING PERSON IN

Page 6

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (“Amendment No. 15”). This Amendment No. 15 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:

On August 2, 2021, the Reporting Persons sold 2,000,000 of the Issuer’s Common Stock in an open market transaction through its broker and ceased to beneficially own 5% of the Issuer’s outstanding Common Stock. Consistent with communications by the Issuer’s management, the Reporting Persons continue to be optimistic about the Issuer’s prospects and intend to hold their remaining stake of 9,000,000 shares.

Item 5. Interest in Securities of the Issuer

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

The aggregate percentage of Shares reported owned by each person named herein is based upon 196,496,823 Shares outstanding as of July 29, 2021, 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 June 30, 2021, filed with the Securities and Exchange Commission on August 4, 2021.

A. H Partners Management

(a) As of August 2, 2021, H Partners Management, as the investment manager, may be deemed the beneficial owner of 9,000,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 4.6%

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

1. Shared power to vote or direct vote: 9,000,000

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

3. Shared power to dispose or direct the disposition: 9,000,000

(c) H Partners Management has not entered into any transactions in the Shares since the filing of Amendment No. 14 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 14 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B. H Partners LP

(a) As of August 2, 2021, H Partners LP beneficially owned 5,791,600 Shares.

Percentage: Approximately 2.9%

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

1. Shared power to vote or direct vote: 5,791,600

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

3. Shared power to dispose or direct the disposition: 5,791,600

(c) The transactions in the Shares by H Partners LP since the filing of Amendment No. 14 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 5,791,600 Shares owned by H Partners LP.

Percentage: Approximately 2.9%

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

1. Shared power to vote or direct vote: 5,791,600

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

3. Shared power to dispose or direct the disposition: 5,791,600

(c) H Partners Capital has not entered into any transactions in the Shares since the filing of Amendment No. 14 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 14 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 9,00,000 Shares, which consists of the Shares held in the H Partners Account and the Shares owned by the Funds.

Percentage: Approximately 4.6%

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

1. Shared power to vote or direct vote: 9,000,000

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

3. Shared power to dispose or direct the disposition: 9,000,000

(c) Rehan Jaffer has not entered into any transactions in the Shares since the filing of Amendment No. 14 to the Schedule 13D. The transactions in the Shares by the Funds since the filing of Amendment No. 14 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

(e) On August 2, 2021, the Reporting Persons ceased to beneficially own 5% of the Company’s outstanding Common Stock. The filing of this Amendment No. 15 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

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: August 4, 2021
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. 14 to the Schedule 13D

H PARTNERS, LP

Nature of the Transaction	Amount of Securities Purchased/Sold	Average Price Per Share($)	Date of Purchase/Sale
Sale of Common Stock	1,300,000	42.0000	8/2/2021

H OFFSHORE FUND, LTD

Nature of the Transaction	Amount of Securities Purchased/Sold	Average Price Per Share($)	Date of Purchase/Sale
Sale of Common Stock	700,000	42.0000	8/2/2021