0001209191-22-058199.txt : 20221121 0001209191-22-058199.hdr.sgml : 20221121 20221121170429 ACCESSION NUMBER: 0001209191-22-058199 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: SABATINO THOMAS J JR CENTRAL INDEX KEY: 0001124182 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 221406584 MAIL ADDRESS: STREET 1: C/O JAN STERN REED BAXTER INTERNATIONAL STREET 2: ONE BAXTER PARKWAY DF2 2W CITY: DEERFIELD STATE: IL ZIP: 60015 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 0001124182 SABATINO THOMAS J JR 7450 N. MCCORMICK BLVD SKOKIE IL 60076 0 1 0 0 Executive Vice President* Class A Common Stock 2022-11-17 4 D 0 15737 20.00 D 0 D Restricted Stock Units 2022-11-17 4 D 0 100802 20.00 D Class A Common Stock 100802 0 D Cash-Settled Performance Share Units 2022-11-17 4 A 0 182850 0.00 A Class A Common Stock 182850 182850 D Cash-Settled Performance Share Units 2022-11-17 4 D 0 182850 20.00 D Class A Common Stock 182850 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). *General Counsel /s/ Ashley L. Bancroft, Attorney-in-fact for Thomas J. Sabatino, Jr. 2022-11-21