d1357952_13g-a.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G
 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*


Tempur Pedic International
(Name of Issuer)


Common Stock
(Title of Class of Securities)


88023U101
(CUSIP Number)


December 31, 2012
(Date of Event Which Requires Filing of this 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 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).
 

 
 
 


CUSIP No
88023U101
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Chieftain Capital Management, Inc.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [_]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
New York, NY
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
6,198,166
  
     
6.
SHARED VOTING POWER
  
     
 
0
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
7,539,801
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
0
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
7,539,801
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
12.65%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
IA
  

 
 
 



CUSIP No
88023U101
    

Item 1.
(a).
Name of Issuer:
  
       
   
Tempur Pedic International
  

 
(b).
Address of issuer's principal executive offices:
  
       
   
1000 Tempur Way
Lexington, Kentucky 40511
  

Item 2.
(a).
Name of persons filing:
  
       
   
Chieftain Capital Management, Inc.
  

 
(b).
Address or principal business office or, if none, residence:
  
       
   
510 Madison Avenue
New York, NY 10022
  

 
(c).
Citizenship:
  
       
   
Please refer to Item 4 on each cover sheet for each filing person
  

 
(d).
Title of class of securities:
  
       
   
Common Stock
  

 
(e).
CUSIP No.:
  
       
   
88023U101
  

Item 3.
  
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(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).

 
(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)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

     


 
 
 


 
Item 4.
Ownership.

 
Please see Items 5 – 9 and 11 on the cover sheet for the Reporting Person.
   
Item 5.
Ownership of Five Percent or Less of a Class.

 
Not Applicable
   

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 or Control Person.

 
Not Applicable
   

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.




 
 
 


SIGNATURE

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.
 

   
February 14, 2013
  
 
(Date)
   
 
Chieftain Capital Management, Inc.
   
 
By:
/s/ Ralph J. Stuto
  
   
Name: Ralph J. Stuto
   
Title: Chief Compliance Officer
   



SK 12720 0001 1357952