0001209191-22-058168.txt : 20221121
0001209191-22-058168.hdr.sgml : 20221121
20221121163936
ACCESSION NUMBER: 0001209191-22-058168
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: Jueckstock Rainer
CENTRAL INDEX KEY: 0001328695
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12387
FILM NUMBER: 221406257
MAIL ADDRESS:
STREET 1: 27300 WEST 11 MILE ROAD
CITY: SOUTHFIELD
STATE: MI
ZIP: 48034
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
0001328695
Jueckstock Rainer
7450 N. MCCORMICK BLVD
SKOKIE
IL
60076
0
1
0
0
Executive Vice President
Class A Common Stock
2022-11-17
4
D
0
89644
20.00
D
0
D
Restricted Stock Units
2022-11-17
4
D
0
100846
20.00
D
Class A Common Stock
100846
0
D
Cash-Settled Restricted Stock Units
2022-11-17
4
D
0
6877
20.00
D
Class A Common Stock
6877
0
D
Cash-Settled Performance Share Units
2022-11-17
4
A
0
246748
0.00
A
Class A Common Stock
246748
246748
D
Cash-Settled Performance Share Units
2022-11-17
4
D
0
246748
20.00
D
Class A Common Stock
246748
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).
Reflects disposition of cash-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 cash-settled restricted stock unit of the Issuer became fully vested and was cancelled in exchange for 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).
/s/ Ashley L. Bancroft, Attorney-in-fact for Rainer Jueckstock
2022-11-21