SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fornos Josep

(Last)

(First)

(Middle)

AVENUE DU BOURGET 50

(Street)

BRUSSELS

1130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2010

3. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP & GM Europe/SoAmer/India

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,450	D
Common Stock	1,133⁽¹⁾	D
Common Stock	1,039⁽²⁾	D
Common Stock	7,353⁽³⁾	D
Common Stock	7,537⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to Acquire)	⁽⁵⁾	01/19/2014	Common Stock	2,500	$8.68	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	01/15/2012	Common Stock	2,500	$16	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	01/15/2013	Common Stock	2,000	$21.19	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	01/15/2014	Common Stock	3,800	$26.7	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	03/05/2014	Common Stock	2,795	$24.08	D
Employee Stock Options (Right to Acquire)	⁽⁶⁾	01/14/2015	Common Stock	6,800	$23.75	D
Employee Stock Options (Right to Acquire)	⁽⁷⁾	06/30/2018	Common Stock	3,117	$13.58	D
Employee Stock Options (Right to Acquire)	⁽⁸⁾	01/21/2016	Common Stock	23,860	$1.99	D
Employee Stock Options (Right to Acquire)	⁽⁹⁾	01/14/2017	Common Stock	11,769	$19.48	D

Explanation of Responses:

1. Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 15, 2009, the second installment vested on January 15, 2010 and the third installment becomes vested on January 15, 2011.

2. Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on July 1, 2009, the second installment vested on July 1, 2010 and the third installment becomes vested on July 1, 2011.

3. Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 22, 2010, the second installment becomes vested on January 22, 2011 and the third installment becomes vested on January 22, 2012.

4. Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment becomes vested on January 15, 2011, the second installment becomes vested on January 15, 2012 and the third installment becomes vested on January 15, 2013.

5. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. All of the stock options have vested.

6. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 14, 2009, the second installment vested on January 14, 2010 and the third installment becomes vested on January 14, 2011.

7. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on July 1, 2009, the second installment vested on July 1, 2010 and the third installment becomes vested on July 1, 2011.

8. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 22, 2010, the second installment becomes vested on January 22, 2011 and the third installment becomes vested on January 22, 2012.

9. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-03, one third of which vest on each of the first three anniversaries of the grant date. The first installment becomes vested on January 15, 2011, the second installment becomes vested on January 15, 2012 and the third installment becomes vested on January 15, 2013.

	/s/James D. Harrington, Attorney-in-fact for Josep Fornos	07/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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