SOMNIGROUP INTERNATIONAL INC.

Major Shareholding Notification • Feb 14, 2024

SC 13G/A 1 tpx.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.1 )*
Tempur Sealy International,
Inc.
(Name of Issuer)
Common Stock, par
value $0.01 per share
(Title of Class of Securities)
88023U101
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
ý	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 8 Pages)

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*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).

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CUSIP No. 88023U101 13G/A Page 2 of 8 Pages

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1	NAME OF REPORTING PERSON Browning West LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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 0
	6	SHARED VOTING POWER 12,611,189
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 12,611,189
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,611,189
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.32%
12	TYPE OF REPORTING PERSON PN, IA

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1	NAME OF REPORTING PERSON Usman Nabi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION [United States]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 12,611,189
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 12,611,189
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,611,189
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.32%
12	TYPE OF REPORTING PERSON IN, HC

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Item 1(a).
The name of the issuer is Tempur Sealy International, Inc., a Delaware corporation (the “ Company ”).

Item 1 (b).
The Company's principal executive offices are located at 1000 Tempur Way, Lexington, KY 40511.

| Item 2(a). |
| --- |
| This statement is filed by (i) Browning
West LP (the “ Browning West ”) with respect to the shares of Common Stock (as defined in Item 2(d) below) held by certain
funds (the " Browning West Funds ") to which it serves as investment manager and (ii) Mr. Usman Nabi (“ Mr. Nabi ”,
and together with Browning West, the " Reporting Persons "), the managing member of Browning West UPG ManCo LLC, the general
partner of Browning West, and the Chief Investment Officer of Browning West, with respect to the shares of Common Stock held by the Browning
West Funds. The filing of this statement should not be construed
as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial
owner of the shares of Common Stock reported herein. |

Item 2(b).
1999 Avenue of the Stars, Suite 1150, Los Angeles, CA 90067.

Item 2 (c).
Browning West is a Delaware Limited Partnership. Mr. Nabi is a United States citizen.

Item 2 (d).
Common Stock, par value $0.01 per share.

Item 2 (e).
88023U101

Item 3. — (a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

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CUSIP No. 88023U101 13G/A Page 5 of 8 Pages

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(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	ý	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	ý	Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i)	¨	Church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	¨	Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_________

Item 4.
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The percentages used in this Schedule 13G are calculated based upon 172,274,333 shares of Common Stock outstanding as of November 2, 2023, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.

Item 5.
N/A

Item 6.
See Item 2.

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Item 7.
N/A

Item 8.
N/A

Item 9.
N/A

ITEM 10. CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of his or 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.

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SIGNATURES

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

DATE: February 14, 2024

BROWNING WEST LP
By: /s/ Samuel Green
Name: Samuel Green
Title: Chief Compliance Officer and Chief Financial Officer
/s/ Usman Nabi
USMAN NABI