SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES HOLDINGS LLC
16690 COLLINS AVENUE - PENTHOUSE SUITE

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/01/2020 C 3,485,215 A (6)(7) 9,136,392 I Please see footnotes(1)(2)(3)(4)(5)(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (6)(7) 04/01/2020 C 3,485,215 (6)(7) (6)(7) Class A Common Stock 3,485,215 $0 20,308,454 I Please see footnotes(1)(2)(3)(4)(5)(6)(7)
1. Name and Address of Reporting Person*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES HOLDINGS LLC
16690 COLLINS AVENUE - PENTHOUSE SUITE

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICAHN ENTERPRISES HOLDINGS L.P.

(Last) (First) (Middle)
16690 COLLINS AVENUE
PENTHOUSE SUITE

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICAHN ENTERPRISES G.P. INC.

(Last) (First) (Middle)
16690 COLLINS AVENUE
PENTHOUSE SUITE

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKTON CORP

(Last) (First) (Middle)
16690 COLLINS AVENUE
PENTHOUSE SUITE

(Street)
SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)
Explanation of Responses:
1. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of (i) 9,136,392 shares of Class A Common Stock and (ii) 17,232,791 shares of Class B Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton.
2. In addition, Mr. Icahn is the indirect holder of approximately 92.0% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
3. By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock and Class B Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock and Class B Common Stock except to the extent of his or its pecuniary interest therein.
4. American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 3,075,663 shares of Class B Common Stock. Icahn Enterprises Holdings is the sole member of Icahn Building LLC ("Building"), which is the sole stockholder of AEP.
5. By virtue of their relationships to AEP, each of Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class B Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class B Common Stock except to the extent of his or its pecuniary interest therein.
6. The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock and has no expiration date. Pursuant to the terms of a Shareholders Agreement, dated October 1, 2018, among the issuer, AEP, Icahn Enterprises Holdings and Icahn Enterprises, if the separation of the issuer into two separate businesses and distribution of the equity interests in one such business to the issuer's stockholders (the "Spin-Off") has not occurred by April 1, 2020, Icahn Enterprises and its affiliates may convert their shares of Class B Common Stock into Class A Common Stock to the extent such conversion would not result in Icahn Enterprises and its affiliates owning, in the aggregate, more than 15% of the Class A Common Stock issued and outstanding immediately following such conversion.
7. The Spin-Off did not occur by April 1, 2020. Therefore, on April 1, 2020, Icahn Enterprises Holdings converted 3,485,215 shares of Class B Common Stock into 3,485,215 shares of Class A Common Stock.
/S/ Carl C. Icahn 04/03/2020
/S/ Icahn Enterprises Holdings L.P., by Icahn Enterprises G.P. Inc., its general partner, /S/ SungHwan Cho, Chief Financial Officer 04/03/2020
/S/ Icahn Enterprises G.P. Inc., /S/ SungHwan Cho, Chief Financial Officer 04/03/2020
/S/ Beckton Corp., /S/ Edward E. Mattner, Authorized Signatory 04/03/2020
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.