TEMPUR PEDIC INTERNATIONAL INC 4
4 · TEMPUR PEDIC INTERNATIONAL INC · Filed Feb 23, 2005
Insider Transaction Report
Form 4
FOGG DAVID C
Senior Vice President
Transactions
- Other
Variable Forward Contract
2005-02-18+350,000→ 350,000 totalExp: 2006-02-21→ Common Stock (350,000 underlying)
Footnotes (1)
- [F1]Mr. Fogg entered into a variable forward contract ("VFC") with Credit Suisse First Boston Capital LLC ("CSFBC LLC"). Under the VFC, CSFBC LLC will introduce an aggregate of 350,000 shares of common stock of Tempur-Pedic International Inc. ("Common Shares") into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. The VFC provides that on February 21, 2006, Mr. Fogg will deliver, in the aggregate, a number of Common Shares to CSFBC LLC (or, at Mr. Fogg's election, the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor, a delivery of 350,000 Common Shares; and (b) if the settlement price is equal to or greater than the downside floor, a delivery of between 269,230 and 350,000 Common Shares (subject to adjustment for corporate events), dependent upon the settlement price.