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
                      

1. Name and Address of Reporting Person *

ICAHN CARL C		 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)
(Last)          (First)          (Middle)

C/O ICAHN ENTERPRISES L.P., 16690 COLLINS AVENUE - PH-1		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/22/2021
(Street)

SUNNY ISLES BEACH, FL 33160
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/22/2021  S  88508 D$10.87 10725212 I Please see footnotes (1)(2)(3)(4)(5)
Class A Common Stock 4/23/2021  S  235600 D$10.81 10489612 I Please see footnotes (1)(2)(3)(4)(5)
Class A Common Stock 4/26/2021  S  110956 D$10.86 10378656 I Please see footnotes (1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of 7,302,993 shares of Class A 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 92.2% 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 held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A 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 A Common Stock. Icahn Enterprises Holdings is the sole stockholder of AEP.
(5) By virtue of their relationships to AEP, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ICAHN CARL C
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160
X

ICAHN ENTERPRISES HOLDINGS L.P.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160
X

ICAHN ENTERPRISES G.P. INC.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160
X

BECKTON CORP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160
X
Signatures
/S/ Carl C. Icahn4/26/2021
**Signature of Reporting PersonDate

/S/ Icahn Enterprises Holdings L.P., by Icahn Enterprises G.P. Inc., its general partner, /S/ SungHwan Cho, Chief Financial Officer4/26/2021
**Signature of Reporting PersonDate

/S/ Icahn Enterprises G.P. Inc., /S/ SungHwan Cho, Chief Financial Officer4/26/2021
**Signature of Reporting PersonDate

/S/ Beckton Corp., /S/ Irene March, Executive Vice President4/26/2021
**Signature of Reporting PersonDate
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