FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/02/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/04/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 02/02/2021 | A | 20,344 | A | $0.00 | 68,977 | D | |||
Class A Common Stock | 02/02/2021 | F(1) | 7,589(2) | D | $10.79 | 61,388 | D | |||
Class A Common Stock | 103,710 | I | Brian J and Michele M Kesseler Revocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Restricted Stock Units | (3) | 02/02/2021 | A(4) | 200,000 | (3) | (3) | Class A Common Stock | 200,000 | $0.00 | 200,000(5) | D | ||||
Cash-Settled Restricted Stock Units | (6) | 02/02/2021 | A(4) | 71,248 | (6) | (6) | Class A Common Stock | 71,248 | $0.00 | 71,248(7) | D |
Explanation of Responses: |
1. Reflects disposition of shares to the Issuer in the form of share withholding to satisfy tax obligations in connection with the vesting of performance share units. |
2. Although the performance share units vested upon certification of performance by the Issuer's Compensation Committee on February 2, 2021, due to an error, the number of shares reported withheld in the original Report was miscalculated. This Report has been amended to reflect the correct number of shares withheld. |
3. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Each restricted stock unit represents the contingent right to receive one share of class A common stock. |
4. Due to an error, the original Report indicated that the Reporting Person was awarded 271,248 restricted stock units. This Report has been amended and restated to report the corrected award of 200,000 restricted stock units and 71,248 cash-settled restricted stock units. |
5. Including the 200,000 restricted stock units reported in this Report, the Reporting Person holds an aggregate 384,749 restricted stock units. |
6. Reflects cash-settled restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Each restricted stock unit represents the contingent right to receive the fair market value of one share of class A common stock on the vesting date. |
7. Including the 71,248 cash-settled restricted stock units reported in this Report, the Reporting Person holds an aggregate 435,165 cash-settled restricted stock units. |
Remarks: |
/s/ Brandon B. Smith, Attorney-in-fact for Brian J. Kesseler | 02/12/2021 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |