Edgar Filing: TEMPUR PEDIC INTERNATIONAL INC


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*


	Tempur-Pedic International Inc.
(Name of Issuer)

	Common Stock
(Title of Class of Securities)


			88023U101
(CUSIP Number)


		December 31, 2012
Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
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 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).

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13G/A1

Page 2 of 7 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

H Partners Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

3,023,600

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

3,023,600

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,023,600

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%¹

12.

TYPE OF REPORTING PERSON

CO, IA

The percentages reported in this Schedule 13G are based upon 59,587,499 shares outstanding as of October 29, 2012 (according to the Form 10-Q filed by the issuer on October 30, 2012).

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NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Rehan Jaffer

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

3,023,600

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

3,023,600

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,023,600

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12.

TYPE OF REPORTING PERSON

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Page 4 of 7 Pages

Item 1(a)	Name of Issuer
	Tempur-Pedic 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 Schedule 13G is being jointly filed by H Partners Management, LLC (“H Partners Management”) and Mr. Rehan Jaffer (collectively with H Partners Management, the “Reporting Persons”) with respect to shares of Common Stock of the above-named issuer owned by various accounts for which H Partners Management is investment manager. H Partners Management is an independent investment management firm. Rehan Jaffer is managing member of H Partners Management.

	The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

Item 2(b)	Address of Principal Business Office
	The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 29th Floor, New York, New York 10019.

Item 2(c)	Citizenship
	H Partners Management is organized as a limited liability company under the laws of the State of Delaware. Mr. Rehan Jaffer is a U.S. citizen.

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 Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	[__]	Broker or dealer registered under Section 15 of the Exchange Act;

(b)	[__]	Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)	[__]	Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)	[__]	Investment company registered under Section 8 of the Investment Company Act;

(e)	[__]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	[__]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

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(g)	[__]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	[__]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	[__]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	[__]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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

Ownership

H Partners Management

	(a)	H Partners Management may be deemed to beneficially own 3,023,600 shares of Common Stock.

	(b)	The number of shares H Partners Management may be deemed to beneficially own constitutes approximately 5.1% of the Common Stock outstanding.

	(c)	Number of shares as to which such person has:

	(i)	sole power to vote or to direct the vote: 0

	(ii)	shared power to vote or to direct the vote: 3,023,600

	(iii)	sole power to dispose or to direct the disposition of: 0

	(iv)	shared power to dispose or to direct the disposition of: 3,023,600

Rehan Jaffer

	(a)	Mr. Rehan Jaffer may be deemed to beneficially own 3,023,600 shares of Common Stock.

	(b)	The number of shares Mr. Rehan Jaffer may be deemed to beneficially own constitutes approximately 5.1% of the Common Stock outstanding.

	(c)	Number of shares as to which such person has:

	(i)	sole power to vote or to direct the vote: 0

	(ii)	shared power to vote or to direct the vote: 3,023,600

	(iii)	sole power to dispose or to direct the disposition of: 0

	(iv)	shared power to dispose or to direct the disposition of: 3,023,600

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Item 5	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

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
	See Item 2 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 I certify that, to the best of my knowledge and belief, the securities referred to above 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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Page 7 of 7 Pages

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

Dated this 13th day of February, 2013.

H PARTNERS MANAGEMENT, LLC

By: /s/ Rehan Jaffer

Name/Title: Rehan Jaffer/Managing Member

REHAN JAFFER

By: /s/ Rehan Jaffer

Name/Title: Rehan Jaffer