0001209191-22-058156.txt : 20221121
0001209191-22-058156.hdr.sgml : 20221121
20221121163055
ACCESSION NUMBER: 0001209191-22-058156
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221117
FILED AS OF DATE: 20221121
DATE AS OF CHANGE: 20221121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bowen Nathan P.
CENTRAL INDEX KEY: 0001943143
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12387
FILM NUMBER: 221406150
MAIL ADDRESS:
STREET 1: 7450 N. MCCORMICK BLVD
CITY: SKOKIE
STATE: IL
ZIP: 60076
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TENNECO INC
CENTRAL INDEX KEY: 0001024725
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 760515284
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7450 N. MCCORMICK BLVD.
CITY: SKOKIE
STATE: IL
ZIP: 60076
BUSINESS PHONE: 847-482-5000
MAIL ADDRESS:
STREET 1: 7450 N. MCCORMICK BLVD.
CITY: SKOKIE
STATE: IL
ZIP: 60076
FORMER COMPANY:
FORMER CONFORMED NAME: TENNECO AUTOMOTIVE INC
DATE OF NAME CHANGE: 19991112
FORMER COMPANY:
FORMER CONFORMED NAME: NEW TENNECO INC
DATE OF NAME CHANGE: 19961011
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-11-17
1
0001024725
TENNECO INC
TEN
0001943143
Bowen Nathan P.
7450 N. MCCORMICK BLVD.
SKOKIE
IL
60076
0
1
0
0
Executive Vice President*
Class A Common Stock
2022-11-17
4
D
0
1593
20.00
D
0
D
Restricted Stock Units
2022-11-17
4
D
0
13981
20.00
D
Class A Common Stock
13981
0
D
Cash-Settled Performance Share Units
2022-11-17
4
A
0
24586
0.00
A
Class A Common Stock
24586
24586
D
Cash-Settled Performance Share Units
2022-11-17
4
D
0
24586
20.00
D
Class A Common Stock
24586
0
D
Reflects disposition upon completion of the merger (the "Merger") of Pegasus Merger Co. ("Merger Sub"), a wholly owned subsidiary of Pegasus Holdings III, LLC ("Parent"), with and into the Issuer, effective November 17, 2022. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2022, by and among the Issuer, Parent and Merger Sub (the "Merger Agreement"), upon completion of the Merger, each outstanding share of the Issuer's Class A Common Stock was
converted into the right to receive $20.00 per share (the "Merger Consideration") in cash.
Reflects disposition of share-settled restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. Pursuant to the Merger Agreement, upon
completion of the Merger, each outstanding share-settled restricted stock unit of the Issuer became fully vested and was converted into the right to receive in cash
an amount equal to the Merger Consideration multiplied by the number of shares underlying the award (subject to any applicable tax withholding).
Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level.
Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units were cancelled in exchange for the right to
receive an amount in cash equal to the Merger Consideration multiplied by the number of shares underlying the award (subject to any applicable tax withholding).
*and President Clean Air
/s/ Ashley L. Bancroft, Attorney-in-fact for Nathan P. Bowen
2022-11-21