SEC FORM 3/A

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^*

Orta Cid Enrique

(Last)

(First)

(Middle)

LUITPOLDSTRASSE 83

(Street)

EDENKOBEN

67480

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2015

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)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/10/2015

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	18,804	D
Common Stock	1,029⁽¹⁾	D
Common Stock	1,164⁽²⁾	D
Common Stock	10,672⁽³⁾	D
Common Stock	4,404⁽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⁾	07/12/2017	Common Stock	3,579	$22.58	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	01/18/2018	Common Stock	3,654	$45.42	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	07/19/2018	Common Stock	266	$43.2	D
Employee Stock Options (Right to Acquire)	⁽⁵⁾	01/17/2019	Common Stock	5,785	$29.83	D
Employee Stock Options (Right to Acquire)	⁽⁶⁾	01/15/2020	Common Stock	5,322	$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 restricted stock 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, except that shares disposed to the Issuer in the form of share withholding to satisfy tax obligations in connection with the granting of restricted stock were accelerated to vest on the grant date. The restricted stock reflected above becomes vested on January 16, 2016. The Reporting Person's original Form 3 did not disclose that such shares were disposed to the Issuer.

2. Reflects restricted stock 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, except that shares disposed to the Issuer in the form of share withholding to satisfy tax obligations in connection with the granting of restricted stock were accelerated to vest on the grant date. The restricted stock reflected above becomes vested in installments of 517 shares on January 15, 2016 and 647 shares on January 15, 2017.

3. Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3, all of which vest on the fourth anniversary of the grant date, except that shares disposed to the Issuer in the form of share withholding to satisfy tax obligations in connection with the granting of restricted stock were accelerated to vest on the grant date. The restricted stock reflected above becomes vested on January 14, 2019. The Reporting Person's original Form 3 erroneously included the shares that were disposed to the issuer.

4. Reflects restricted stock 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, except that shares disposed to the Issuer in the form of share withholding to satisfy tax obligations in connection with the granting of restricted stock were accelerated to vest on the grant date. The restricted stock reflected above becomes vested in installments of 1,957 shares on February 4, 2017 and 2,447 shares on February 4, 2018. The Reporting Person's original Form 3 erroneously included the shares that were disposed to the issuer.

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. All of the stock options have become vested.

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 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 vested on January 15, 2015, the second installment becomes vested on January 15, 2016 and the third installment becomes vested on January 15, 2017.

Remarks:

	/s/ James D. Harrington, Attorney-in-fact for Enrique Orta Cid	01/20/2016
	** 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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