Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MCLANE P ANDREWS
   2. Issuer Name and Ticker or Trading Symbol
TEMPUR PEDIC INTERNATIONAL INC [TPX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/10/2008
(Street)

BOSTON, MA 02116		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/10/2008   J(1)   47,927 A (11) 387,509 D  
Common Stock 12/10/2008   J(2)   2,449 A (11) 389,958 D  
Common Stock 12/10/2008   J(3)   10,019 A (11) 399,977 D  
Common Stock 12/10/2008   J(4)   6,997 A (11) 406,974 D  
Common Stock 12/10/2008   J(5)   87,160 D (11) 0 I See Footnote 5 (5)
Common Stock 12/10/2008   J(5)   25,086 A (11) 432,060 D  
Common Stock 12/10/2008   J(6)   32,856 A (11) 235,022 I See Footnote 10 (10)
Common Stock 12/10/2008   J(7)   3,317 A (11) 238,339 I See Footnote 10 (10)
Common Stock 12/10/2008   J(8)   6,732 A (11) 245,071 I See Footnote 10 (10)
Common Stock 12/10/2008   J(9)   9,872 A (11) 254,943 I See Footnote 10 (10)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 19.03               (12) 10/23/2016 Common Stock 14,700   14,700 D  
Stock Option (right to buy) $ 26.85               (13) 06/18/2017 Common Stock 14,700   29,400 D  
Stock Option (right to buy) $ 11.28               (14) 05/06/2018 Common Stock 22,200   51,600 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCLANE P ANDREWS
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116		   X      

Signatures

 P. Andrews McLane   12/11/2008
**Signature of Reporting Person Date
 By: Thomas P. Alber, Attorney-in-Fact   12/11/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) TA IX L.P. distributed 2,655,725 shares to its partners of which TA Associates IX LLC received 665,356 shares. TA Associates IX LLC then distributed 47,927 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(2) TA Subordinated Debt Fund L.P. distributed 259,610 shares to its partners of which TA Associates SDF LLC received 56,076 shares. TA Associates SDF LLC then distributed 2,449 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(3) TA/Advent VIII L.P. distributed 669,274 shares to its partners of which TA Associates VIII LLC received 136,818 shares. TA Associates VIII LLC then distributed 10,019 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(4) TA/Atlantic and Pacific IV L.P. distributed 665,419 shares to its partners of which TA Associates AP IV L.P. received 130,629 shares. TA Associates AP IV LLC then distributed 6,997 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(5) The reporting person may be deemed to have an indirect pecuniary interest as a Member of TA Investors LLC in 87,160 shares of Common Stock. The reporting person disclaims beneficial ownership of all such shares except to the extent of 25,086 shares to which he has a pecuniary interest. On December 10, 2008 TA Investors LLC distributed 25,086 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(6) TA IX L.P. distributed 2,655,725 shares to its partners of which TA Associates IX LLC received 665,356 shares. TA Associates IX LLC then distributed 32,856 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(7) TA Subordinated Debt Fund L.P. distributed 259,610 shares to its partners of which TA Associates SDF LLC received 56,076 shares. TA Associates SDF LLC then distributed 3,317 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(8) TA/Advent VIII L.P. distributed 669,274 shares to its partners of which TA Associates VIII LLC received 136,818 shares. TA Associates VIII LLC then distributed 6,732 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(9) TA/Atlantic and Pacific IV L.P. distributed 665,419 shares to its partners of which TA Associates AP IV L.P. received 130,629 shares. TA Associates AP IV LLC then distributed 9,872 shares to the reporting person in a pro rata distribution for no consideration in a transaction exempt under Rule 16a-9(a).
(10) The reporting person's spouse is the trustee of 10 trusts for the benefit of the reporting person's children and grandchildren.
(11) Not Applicable
(12) Fifty percent of this option vested on the grant date, October 23, 2006, twenty-five percent vested on January 31, 2007 and twenty-five percent vested on April 30, 2007.
(13) Twenty-five percent vested on July 31, 2007, twenty-five percent vested on October 31, 2007, twenty-five percent vested on January 31, 2008 and twenty-five percent vested on April 30, 2008.
(14) Twenty-five percent vested on July 31, 2008, twenty-five percent vested on October 31, 2008, twenty five percent will vest on January 31, 2009, and twenty five percent will vest on April 30, 2009.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.