Statement of Changes in Beneficial Ownership (4)
June 03 2020 - 4:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Smith Brandon B. |
2. Issuer Name and Ticker or Trading Symbol
TENNECO INC
[
TEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President, * |
(Last)
(First)
(Middle)
500 NORTH FIELD DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2020 |
(Street)
LAKE FOREST, IL 60045
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/1/2020 | | M(1) | | 727 | A | $0.00 | 28472 | D | |
Class A Common Stock | 6/1/2020 | | F(2) | | 214 | D | $7.32 | 28258 | D | |
Class A Common Stock | | | | | | | | 2233 (3) | I | By 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units | (4) | 6/1/2020 | | M | | | 727 | (4) | (4) | Class A Common Stock | 727 | $0.00 | 727 (5) | D | |
Explanation of Responses: |
(1) | Reflects stock acquired upon the vesting of restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. |
(2) | Reflects disposition of shares to the Issuer in the form of share withholding to satisfy tax obligations in connection with the vesting of restricted stock units. |
(3) | Reflects shares allocated to, and indirectly held by, the Reporting Person under the Issuer's 401(k) Plan. |
(4) | Reflects vesting of restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. Each restricted stock unit converts into one share of Class A Common Stock. |
(5) | Reflects restricted stock units granted on June 1, 2018. Following this transaction, the Reporting Person has a total of 54,368 unvested restricted stock units which vest on varying schedules. |
Remarks: *General Counsel and Corporate Secretary |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Smith Brandon B. 500 NORTH FIELD DRIVE LAKE FOREST, IL 60045 |
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| Senior Vice President, * |
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Signatures
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/s/ Brandon B. Smith | | 6/3/2020 |
**Signature of Reporting Person | Date |
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