UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 8.01 | OTHER EVENTS. |
As disclosed in a Schedule 13D/A (the “Schedule 13D/A”) filed by Icahn Enterprises L.P. and its affiliates (collectively, “IEP”) on January 6, 2021, IEP converted a portion of its Class B non-voting common stock (the “Class B common stock”) into Class A voting common stock (the “Class A common stock”). The conversion was in accordance with IEP’s existing right under the Amended and Restated Certificate of Incorporation (the “2018 Charter”) of Tenneco Inc. (the “Company”) dated October 1, 2018, to convert its Class B common stock into Class A common stock on a one-for-one basis, provided that IEP’s aggregate holdings of the outstanding Class A common stock do not exceed 15%. The conversion does not change the Company’s total number of outstanding shares. Following the conversion and based solely on the Schedule 13D/A, IEP’s aggregate holdings of Class A common stock are not more than 15% of the Company’s outstanding Class A common stock based upon the 61,121,275 shares of Class A Common Stock outstanding as of January 4, 2021.
IEP last converted Class B common stock into Class A common stock on April 1, 2020. Since that time, IEP sold a portion of its Class A common stock pursuant to a Registration Statement on Form S-3 filed by the Company relating to the resale of up to 29,444,846 shares of Class A common stock. As a result of these sales, IEP had the right to convert more shares of Class B common stock while staying under the 15% limit in the 2018 Charter. IEP indicated to the Company that it intends to continue to exercise its right to convert Class B common stock into Class A common stock from time to time following future sales of Class A common stock, up to the 15% limit provided for in the 2018 Charter.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TENNECO INC. | ||||||
| Date: January 6, 2021 | By: | /s/ Brandon B. Smith | ||||
| Brandon B. Smith | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||