Edgar Filing: TEMPUR PEDIC INTERNATIONAL INC

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

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TRUSSELL ROBERT B JR

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)

C/O TEMPUR-PEDIC INTERNATIONAL INC., 1713 JAGGIE FOX WAY

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2006

(Street)

LEXINGTON, KY 40511

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2006		S		3,400 ⁽¹⁾	D	$ 15.53	1,281,229	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		500 ⁽¹⁾	D	$ 15.58	1,280,729	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		4,200 ⁽¹⁾	D	$ 15.59	1,276,529	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		700 ⁽¹⁾	D	$ 15.6	1,275,829	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,100 ⁽¹⁾	D	$ 15.61	1,274,729	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		2,500 ⁽¹⁾	D	$ 15.62	1,272,229	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,600 ⁽¹⁾	D	$ 15.63	1,270,629	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		8,400 ⁽¹⁾	D	$ 15.64	1,262,229	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		9,900 ⁽¹⁾	D	$ 15.65	1,252,329	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		7,700 ⁽¹⁾	D	$ 15.66	1,244,629	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,400 ⁽¹⁾	D	$ 15.67	1,243,229	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,900 ⁽¹⁾	D	$ 15.69	1,241,329	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		2,500 ⁽¹⁾	D	$ 15.7	1,238,829	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		100 ⁽¹⁾	D	$ 15.71	1,238,729	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,200 ⁽¹⁾	D	$ 15.72	1,237,529	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,700 ⁽¹⁾	D	$ 15.74	1,235,829	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		200 ⁽¹⁾	D	$ 15.75	1,235,629	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		4,200 ⁽¹⁾	D	$ 15.76	1,231,429	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		2,000 ⁽¹⁾	D	$ 15.77	1,229,429	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		2,000 ⁽¹⁾	D	$ 15.78	1,227,429	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,400 ⁽¹⁾	D	$ 15.78	1,226,029	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		2,600 ⁽¹⁾	D	$ 15.79	1,223,429	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,500 ⁽¹⁾	D	$ 15.79	1,221,929	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,900 ⁽¹⁾	D	$ 15.8	1,220,029	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,600 ⁽¹⁾	D	$ 15.8	1,218,429	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		600 ⁽¹⁾	D	$ 15.81	1,217,829	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,200 ⁽¹⁾	D	$ 15.81	1,216,629	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		3,900 ⁽¹⁾	D	$ 15.82	1,212,729	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		3,300 ⁽¹⁾	D	$ 15.82	1,209,429	I	By RBT Investments, LLC
Common Stock	09/01/2006		S		1,900 ⁽¹⁾	D	$ 15.83	1,207,529	I	By RBT Investments, LLC

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TRUSSELL ROBERT B JR C/O TEMPUR-PEDIC INTERNATIONAL INC. 1713 JAGGIE FOX WAY LEXINGTON, KY 40511	X

Signatures

/s/ William H. Poche, Attorney-in-Fact		09/05/2006
^**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)	The shares were sold pursuant to a Rule 10b5-1 trading plan dated June 23, 2006 and adopted by RBT Investments, LLC, in order to cause the applicable sales to fall within the scope of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan contains specific instructions to sell, subject to certain limitations, 125,000 shares on the first trading day of each month from August 2006 until December 2006, at the market price on each sale date. The plan was adopted for estate and tax planning purposes. The reporting person and his spouse control the investment and voting decisions of RBT Investments, LLC indirectly as trustees of the members of RBT Management, LLC, the manager for RBT Investments, LLC.

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