SEC Form 4
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*
MACHER FRANK E

(Last) (First) (Middle)
C/O COLLINS & AIKMAN
250 STEPHENSON HWY

(Street)
TROY MI 48083

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2007
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 05/22/2007 M(1) 2,500 A $5.75 9,304 D
Common Stock 05/22/2007 M(1) 5,000 A $3.66 14,304 D
Common Stock 05/22/2007 M(1) 10,000 A $1.57 24,304 D
Common Stock 05/22/2007 M(1) 5,000 A $3.77 29,304 D
Common Stock 05/22/2007 M(1) 5,000 A $8.68 34,304 D
Common Stock 05/22/2007 M(1) 5,000 A $16 39,304 D
Common Stock 05/22/2007 S 32,500 D $31.8923 6,804 D
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 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
Director Stock Options (right to buy) $5.75 05/22/2007 M(2) 2,500 01/11/2001 07/11/2010 Common Stock 2,500 (3) 0 D
Director Stock Options (right to buy) $3.66 05/22/2007 M(2) 5,000 07/09/2001 01/09/2011 Common Stock 5,000 (3) 0 D
Director Stock Options (right to buy) $1.57 05/22/2007 M(2) 10,000 06/05/2002 12/05/2011 Common Stock 10,000 (3) 0 D
Director Stock Options (right to buy) $3.77 05/22/2007 M(2) 5,000 07/21/2003 01/21/2013 Common Stock 5,000 (3) 0 D
Director Stock Options (right to buy) $8.68 05/22/2007 M(2) 5,000 07/20/2004 01/20/2014 Common Stock 5,000 (3) 0 D
Director Stock Options (right to buy) $16 05/22/2007 M(2) 5,000 07/17/2005 01/17/2012 Common Stock 5,000 (3) 0 D
Explanation of Responses:
1. Shares received upon exercise of Director Stock Options
2. Exercise of Director Stock Options
3. Reflects stock options granted pursuant to Rule 16b-3
/s/ James D. Harrington, Attorney-in-fact for Frank E. Macher 05/24/2007
** 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.