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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Guo Peng

(Last)

(First)

(Middle)

500 N. FIELD DRIVE

(Street)

LAKE FORESR

60045

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2014

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 & Gen'l Mgr-Asia Pacific

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	114,799	D
Common Stock	728⁽¹⁾	D
Common Stock	1,714⁽²⁾	D
Common Stock	1,941⁽³⁾	D
Common Stock	62,706	I	By 401(k)

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)	⁽⁴⁾	01/14/2015	Common Stock	1,250	$23.75	D
Employee Stock Options (Right to Acquire)	⁽⁴⁾	07/14/2015	Common Stock	226	$12.3	D
Employee Stock Options (Right to Acquire)	⁽⁴⁾	01/21/2016	Common Stock	3,120	$1.99	D
Employee Stock Options (Right to Acquire)	⁽⁴⁾	01/14/2017	Common Stock	1,563	$19.48	D
Employee Stock Options (Right to Acquire)	⁽⁴⁾	03/31/2017	Common Stock	1,623	$24.27	D
Employee Stock Options (Right to Acquire)	⁽⁴⁾	01/18/2018	Common Stock	1,650	$45.42	D
Employee Stock Options (Right to Acquire)	⁽⁴⁾	07/19/2018	Common Stock	373	$43.2	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	01/17/2019	Common Stock	3,535	$29.83	D
Employee Stock Options (Right to Acquire)	⁽⁶⁾	01/15/2020	Common Stock	4,434	$36.29	D
Employee Stock Options (Right to Acquire)	⁽⁷⁾	01/14/2021	Common Stock	3,321	$56.23	D

Explanation of Responses:

1. Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The restricted stock reflected above becomes vested on January 18, 2015.

2. Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The restricted stock relected above becomes vested in equal installments on January 16, 2015 and January 16, 2016.

3. Reflects grant of restricted stock to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The restricted stock relected above becomes vested in equal installments on January 15, 2015, January 15, 2016 and January 15, 2017.

4. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vested on each of the first three anniversaries of the grant date. All of the stock options have become vested.

5. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 18, 2013, the second installment vested on January 18, 2014 and the third installment becomes vested on January 18, 2015.

6. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The first installment vested on January 16, 2014, the second installment becomes vested on January 16, 2015 and the third installment becomes vested on January 16, 2016.

7. Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. The first installment becomes vested on January 15, 2015, the second installment becomes vested on January 15, 2016 and the third installment becomes vested on January 15, 2017.

	/s/James D. Harrington, Attorney-in-Fact	11/03/2014
	** 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.
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.